This website (“Site”) is operated by Solarea Bio, Inc. (“Solarea”) using the brand name Journa Health. Throughout the Site, the terms “Journa Health,” “Journa,” “we,” “us” and “our” refer to Solarea. Our store is hosted on Shopify Inc., under the Journa brand. They provide us with the online e-commerce platform that allows us to sell and provide our Products and Services to you. Solarea offers access to and/or the use of this Site, including any information, tools, products (including samples thereof), and services available from this Site (such products, including samples thereof, “Products,” and such services, “Services”), to “you,” the user of this Site, conditioned upon your acknowledgement and acceptance of, and agreement to, all terms, conditions, policies and notices stated herein (collectively, “Terms of Service”).
By visiting our Site and/or procuring any goods or services from us or our vendors on or through our Site, you thereby engage in our “Services” and agree to be bound by the following Terms of Service, including those additional terms, conditions and policies referenced and/or available by hyperlink herein. These Terms of Service apply to all users of the Site, including, without limitation, users who are browsers, vendors, customers, merchants, and/or contributors of content.
Please read these Terms of Service carefully before accessing or using our Site, as they constitute a legally binding agreement between you and us and govern any and all use of this Site by you and any Services offered from the Site. By accessing or using any part of our Site, you agree to be bound by these Terms of Service. If you do not agree to all the Terms of Service, then you are not authorized to access or use our Site or use any Services. If these Terms of Service are considered an offer, then acceptance is expressly limited to these Terms of Service.
THE SITE AND ITS SERVICES ARE INTENDED SOLELY FOR PERSONS WHO ARE AT LEAST 18 YEARS OF AGE OR OLDER. ANY ACCESS TO OR USE OF THE SITE OR OUR SERVICES BY ANYONE UNDER 18 YEARS OF AGE IS EXPRESSLY PROHIBITED. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD OR THAT YOU ARE 18 YEARS OLD AND HAVE HEREBY GIVEN US YOUR CONSENT TO ALLOW ANY OF YOUR MINOR DEPENDENTS TO USE THIS SITE.
You may not use our Products or Services for any illegal or unauthorized purpose nor may you, in the use of our Products or Services, violate any laws in your or any other applicable jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any other code of a destructive nature.
A breach or violation of any of these Terms of Service will result in an immediate termination of your access to and use of the Site and any Services.
Please report any issues or defects in Product quality or safety, including any instances of illness or harm attributable to consumption or use of our Products, to info@journahealth.com.
We do not accept Product returns due to the nature of our Product, but if any Product purchased by you arrives damaged or defective, you may be eligible for a refund solely as set forth in our Refund Policy. You should submit requests for any such refund, along with a description of the Product issue, by emailing us at info@journahealth.com, in accordance with our Refund Policy. See our Refund Policy for more details on refunds. Our Refund Policy can be viewed at journahealth.com/refund-policy.
We reserve the right to refuse to sell or provide Products or Service to anyone for any reason at any time.
You understand that the information and other content you provide us on or through our Site or otherwise in connection with our provision of Products or Services to you (not including credit card information) may be transferred unencrypted and involve (a) transmissions over various networks, and/or (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. See our Privacy Policy for Terms of Service relating to your submission of personal information through our Site. Our Privacy Policy can be viewed at journahealth.com/policy-policy.
You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of any Services, use of any Services, or access to any Services or any contact on the website through which any Service is provided, without express written permission by us.
The headings used in these Terms of Service are included for convenience only and will not limit or otherwise affect these Terms of Service. Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
Occasionally, there may be information on our Site or in the Services that contains typographical errors, inaccuracies, or omissions that may relate to Product descriptions, pricing, promotions, offers, Product shipping charges, transit times, availability, or other matters. We are not responsible if information made available on this Site is not accurate, complete, or current. The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on this Site is at your own risk.
We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders if any information on our Site or in the Services or on any related website is inaccurate, at any time without prior notice (including after you have submitted an order). However, we undertake no obligation to update, amend, or clarify information on our Site or in any Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied on our Site or in the Services or on any related website should be understood to indicate that all information on our Site or in the Services or on any related website has been modified or updated.
This Site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this Site at any time, but we have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to our Site.
We reserve the right to modify, suspend, discontinue, or change the price of any Product or Service (or any part or content thereof) at any time without notice. We shall not be liable to you or to any third party for any modification, suspension, discontinuance, or price change of any Product or Service.
We have made diligent efforts to accurately display the colors and images of our Products that appear on our Site. Notwithstanding the foregoing, we cannot guarantee that your computer monitor’s or other device’s display of any such color or image will be accurate, and we make no representation or warranty and shall have no liability to you with respect thereto.
We reserve the right, but are not obligated, to limit access to our Site or the sales or provision of our Products or Services as to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Products or Services that we offer. All descriptions of Products or Product pricing are subject to change at any time without notice, at our sole discretion.
We do not warrant that the quality of any Products, Services, information or other material purchased or acquired by you will meet your expectations or that any errors or defects in such Products, Services, information, or other material will be corrected.
We may offer subscriptions for the provision of Products and/or Services through our Site (each, a “Subscription”). When you purchase any Subscription, you understand and agree that the Subscription is for a minimum of three months (“Initial Subscription Period”) and you will receive and be charged for repeat deliveries based on the applicable Subscription duration and frequency. Your payment details will be stored securely, and you will be charged in advance for each delivery. Some Subscriptions may auto-renew at the end of the Initial Subscription Period for additional periods of the same duration or such other duration specified for the applicable Subscription (each, a “Subscription Renewal Period” and the date of any such renewal, the “Renewal Commencement Date”) at our then-current purchase price for the applicable Product(s) and/or Service(s) unless you cancel your Subscription prior to the Renewal Commencement Date in accordance with the terms set forth herein. You may cancel your Subscription at any time in accordance with our Subscription Cancellation Policy, subject to the applicable terms set forth herein. Our Subscription Cancellation Policy can be viewed at journahealth.com/cancellation-policy.
Your order confirmation emails have links to your order. You can manage your Subscription from there.
If you purchase a Subscription to our Products or Services through our Site, you will receive an initial delivery and recurring deliveries during the Initial Subscription Period and any Subscription Renewal Period (each, a “Subscription Period”) based on the duration and frequency of your Subscription, at our then-current purchase price(s) for the applicable Product(s) and/or Service(s) provided through such Subscription.
There is no additional subscription service fee associated with your Subscription. You will only be charged for the purchase price of the applicable Products and/or Services provided and any relevant taxes and cost of shipping and handling. If your initial order includes a discount for your first order, you will be charged the non-discounted Subscription amount for all subsequent periods, except to the extent your discount is said to expressly apply for any future periods.
By subscribing, you thereby authorize us to charge your payment card or payment provider for the initial delivery, and again on any Renewal Commencement Date. We will send you an email reminder prior to charging your payment card or payment provider on such Renewal Commencement Date.
We reserve the right to modify our prices with respect to Subscriptions at any time. Any such price change will take effect with respect to your Subscription upon the immediately subsequent Renewal Commencement Date. We will inform you of any such price change at least 7 days prior to the Renewal Commencement Date on which such price change is to take effect. You will have the opportunity to cancel the Subscription before the price change occurs. When we notify you of the price change, we will also inform you that it will take effect on the immediately subsequent Renewal Commencement Date if you do not cancel the Subscription. Upon such Renewal Commencement Date, as long as you have not canceled the Subscription after receiving notice of such price change, we will charge you for the Subscription at the new price. If you do not agree with the price change, you must cancel the Subscription before the Renewal Commencement Date, when the change will take effect.
Your Subscription will continue, and you will be charged based on the Subscription duration and frequency, until you choose to cancel. You agree that your Subscription will be subject to this automatic renewal feature unless you cancel your Subscription at any time prior to the next Renewal Commencement Date either through your Account or by emailing us at info@journahealth.com in accordance with our Subscription Cancellation Policy. Our Subscription Cancellation Policy can be viewed at journahealth.com/cancellation-policy.
If you choose to cancel your Subscription in accordance with the foregoing, your Subscription will terminate automatically at the end of the then-current Subscription Period and we will not charge your payment card or payment provider on the next Renewal Commencement Date. You agree that we may either terminate or suspend your Subscription for any reason at any time in our sole discretion.
Cancellation of your Subscription will not automatically entitle you to a refund. See our Refund Policy for more details on refunds. Our Refund Policy can be viewed at journahealth.com/refund-policy.
For any Subscriptions initiated or maintained through Shopify’s Recharge Subscriptions application, in the event of a conflict between the terms of this Section and the subscription policy provided by Shopify’s Recharge Subscriptions application, the terms of the latter will govern.
Your placement of an order for one or more Products from us or on or through our Site shall constitute your agreement to purchase or otherwise acquire and use such Product(s) subject to the terms and conditions of this Section (these “Terms of Sale”).
Terms of payment are within our sole discretion, and unless otherwise agreed to by us, payment must be received by us prior to our acceptance of an order. The purchase price for Products (as indicated at the time of sale) will be set forth by us from time to time in our sole discretion and such prices shall not be inclusive of taxes unless otherwise indicated by us. All taxes that apply to your order of Products, including taxes paid or payable by us related to the sale of such Products, shall be your sole responsibility. All payments shall be made in a manner acceptable to us in our sole discretion in accordance with our then-current policies.
Once you have placed an order for a Product, you may not cancel or modify such order unless otherwise agreed by us, and if we agree to such cancellation or modification, an additional cancellation or modification fee may be charged to you. We shall have the right to cancel any order at any time.
All Products shall be shipped to your designated shipping address, at which time title and risk of loss shall pass to you. You shall be responsible for all shipping costs, as indicated at the time of sale. Notwithstanding anything to the contrary herein or stated on our Site from time to time, we make no representation, warranty, condition, or covenant as to the date or timing of delivery and shall not be liable for any delay in delivery for any reason.
WE DO NOT MAKE (AND WE HEREBY DISCLAIM) ANY REPRESENTATION, WARRANTY, OR CONDITION (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE) AS TO, AND WE WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR, ANY THIRD-PARTY OR OTHER PRODUCTS APPEARING, PROVIDED, OR PURCHASED ON OR THROUGH OUR SITE. UPON RECEIPT OF DELIVERY, YOU SHALL BE SOLELY RESPONSIBLE FOR INSPECTING THE PRODUCT (INCLUDING SAMPLES THEREOF) FOR DEFECTS.
The Products and Services available for purchase on our Site are subject to refund, if and as applicable, solely as set forth in our Refund Policy: journahealth.com/refund-policy.
You shall ensure that you use any Products solely in accordance with any product documentation and other instructions provided or made available with respect to such Products (including any such documentation or other instructions relating to the use, storage, maintenance, or disposal of such Product), and in no event shall we be responsible for or otherwise liable in the event of your failure to do so. You agree that all Products are for personal use only and that you will not tamper with or modify, or assist any third party in the tampering or modification of, any Product. Nothing in these Terms of Sale shall convey to you, and you shall not have, any right to resell, sell, give, or otherwise transfer any Product or component thereof to any party on a commercial basis anywhere in the world. Further, you shall ensure that you comply with all applicable law and regulations in your use of any Product.
You hereby agree that, as between you and us, we (or, as applicable, our vendors) shall retain all proprietary rights, including all intellectual property rights, in and to any and all Products and the components thereof.
IN NO EVENT SHALL WE, OUR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, AGENTS, CONTRACTORS, SUPPLIERS, DISTRIBUTORS, VENDORS, SERVICE PROVIDERS, SUBCONTRACTORS, LICENSEES, LICENSORS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INJURY, DEATH, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING FROM OR IN CONNECTION WITH YOUR ORDER, PURCHASE, ACQUISITION, OR USE OF ANY PRODUCT, EVEN IF ADVISED OF THEIR POSSIBILITY.
IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING FROM OR IN CONNECTION WITH YOUR ORDER, PURCHASE, ACQUISITION, OR USE OF ANY PRODUCT EXCEED THE AMOUNTS PAID BY YOU (IF ANY) TO US FOR SUCH PRODUCT.
TO THE EXTENT ANY OF THE FOREGOING LIMITATIONS OF LIABILITY ARE HELD NOT TO BE ENFORCEABLE IN A GIVEN JURISDICTION, SUCH LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW WITH RESPECT TO SUCH JURISDICTION.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR ORDER, PURCHASE, OR USE OF ANY PRODUCT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
TO THE EXTENT ANY STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS OR LIMITATIONS OF LIABILITY, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
We shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms of Sale, for any failure or delay by us in fulfilling or performing any obligation with respect to the order, purchase, acquisition, provision, or sale of Products when and to the extent such failure or delay is caused by or results from the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or action; (e) pandemics or epidemics; (f) vendor or supplier failures, nonperformance, or delays; (g) embargoes or blockades in effect on or after the date of this Agreement; (h) national or regional emergency; (i) strikes, labor stoppages, or slowdowns or other labor or industrial disturbances; (j) materials shortages; or (k) other events beyond our reasonable control.
These Terms of Sale and any order, purchase, acquisition, provision, sale or use of Product shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflicts of law principles thereof.
Any order, purchase, acquisition, provision, sale, or use of Products shall be further subject to the other Terms of Service set forth herein.
If you create a user account on our Site (an “Account”), you are solely responsible for protecting the confidentiality of your password for your Account and may not disclose your password to any other person. In the event that an unauthorized user gains access to the password-protected area of the Site as a result of your acts or omissions, you agree that you shall be liable for any such unauthorized use.
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, you hereby authorize us to attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, distributors, or wholesalers. By making any purchase at our store, you represent and warrant that you are an individual end-user.
You agree to provide current, complete, and accurate Account and other information on our Site, including current, complete, and accurate purchase and payment information for all purchases made at our store. You agree to promptly update your Account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
You may only use this Site to make legitimate requests to purchase or acquire the Products or Services offered via the Site (each, a “Request”). It is a violation of law to place a Request in a false name or with an invalid credit card. Please be aware that even if you do not give us your real name, your web browser transmits a unique Internet address to us that can be used by law enforcement officials to identify you. Fraudulent users may be prosecuted to the fullest extent of the law.
We may provide you with access to third-party tools that we do not monitor or control.
You acknowledge and agree that we provide access to such third-party tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of such optional third-party tools.
Any use by you of the optional third-party tools provided through the Site is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which third-party tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new Services and/or features through the Site (including the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Service.
SECTION 10 – THIRD-PARTY WEBSITES, PRODUCTS, AND SERVICES
Certain content, Products and Services available via our Site or Service may include materials from third parties. Links on this Site may direct you to third-party websites that are not owned, operated, monitored, or controlled by or affiliated with us. All such materials and links are provided solely as a convenience for you. We are not responsible for the content, materials, or information on such third-party websites, and we do not make any representation, warranty, or condition as to, and we will not have any liability or responsibility for, any third-party websites, products, product samples, or services. If you decide to access any third-party website linked to or from our Site, you do so entirely at your own risk.
We are not liable for any harm or damages related to the purchase or use of goods, products, product samples, services, resources, content, or any transactions made in connection with or through any third-party websites. Please review carefully any applicable third party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party websites, products, product samples, or services should be directed to the applicable third party.
If you believe in good faith that materials appearing on this Site infringe your copyright (or that of a third party on behalf of whom you are authorized to act), you (or your agent) may send us a notice at legal@journahealth.com, requesting that the material be removed, or access to it blocked. Please include the following information in any such notice: (a) your name, address, telephone number, and email address (if any); (b) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is requested to be removed or access to which is requested to be disabled, and information reasonably sufficient to locate the material; (c) statement that you, the complaining party, have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (d) a statement under penalty of perjury that the information in the notification is accurate and that you are (or are authorized to act on behalf of) the owner of an exclusive right that is allegedly infringed.
If, at our request, you send certain specific submissions (for example, feedback on a Product or Service) or, without a request from us, you otherwise send creative ideas, suggestions, proposals, plans, product or sample reviews, or other materials, comments, or ideas, whether online, by email, by postal mail, or otherwise (collectively, “comments”), you agree that we have your permission and consent to, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any comments that you send to us. We are and shall be under no obligation (a) to maintain any comments in confidence, (b) to pay compensation for any comments, or (c) to respond to any comments. You further agree that we have your permission and consent to, but have no obligation to, use, disclose, and display your name, image, likeness, and other indicia of personal identity in association with your comments, and you hereby waive your rights of publicity in connection therewith.
We may, but have no obligation to, monitor, edit, or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, misleading, inaccurate, or otherwise objectionable or in violation of any party’s intellectual property rights or these Terms of Service.
You agree and hereby represent and warrant that any comments you send to us will not violate any right of any third party, including any copyright, trademark, privacy, personality, or other personal or proprietary right. You further agree that your comments will be truthful and accurate and will not contain libelous or otherwise unlawful, abusive, or obscene material, or any computer virus or other malware that could in any way affect the operation of the Site, the Service, or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin or veracity of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third party.
Our Privacy Policy can be viewed at journahealth.com/privacy-policy. By using our Site, you thereby represent, warrant, and confirm that you have read, understood, and agreed to our Privacy Policy (the terms of which are incorporated herein by reference) and agree that the terms of such Privacy Policy are reasonable and satisfactory to you. We may change our Privacy Policy from time to time, and if we do, we’ll post any changes on that page. By continuing to use our Site after those changes are in effect, you thereby agree to the revised policy. If the changes are significant, we may provide more prominent notice or get your consent on the new policy. Your submission of any personal information through our Site is governed by our Privacy Policy as it is in effect at the time. By using our Site, you consent to the use of your personal information by Solarea, its affiliates, and its and their respective officers, directors, employees, owners, agents, contractors, suppliers, distributors, vendors, Service providers, subcontractors, licensees, licensors, representatives, successors, and assigns for the purposes set forth in, and according to the terms of, the Privacy Policy. If you are not a resident of the United States, you hereby acknowledge and agree that the personal information you submit to the Site may be transferred to the United States and processed by Solarea in order to provide this Site and its Services to you or for such other purposes as set forth in the Privacy Policy.
In addition to other prohibitions as set forth in these Terms of Service, you are prohibited from accessing or using the Site or its content or any of our Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, national, federal, provincial, state, or local rules, regulations, laws, mandates, decrees, orders, or ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or otherwise; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code, including any such code that will or may be used in any way that could affect the functionality or operation of our Site, the Services, or any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of our Site, the Services, or any related website, other websites, or the Internet. We reserve the right to terminate your access to or use of our Site, any Service, or any related website for engaging in any of the foregoing prohibited activities.
You acknowledge and agree that, as between you and Solarea, all content included on this Site, including, without limitation, the information, data, software, photographs, graphs, typefaces, graphics, images, illustrations, maps, designs, icons, written and other material, and compilations (collectively, “Content”) are and shall remain intellectual property and copyrighted works of Solarea. Further, you hereby agree that any and all third-party Content appearing on this Site are and shall remain the property of the respective owner(s) thereof. Except as expressly provided otherwise in these Terms of Service, nothing may be construed to confer to you any license to or ownership right in any Content or other materials published or otherwise made available through the Site or the Services, whether by estoppel, implication or otherwise. All rights not granted to you in these Terms of Service are expressly reserved by us.
Reproductions or storage of Content retrieved from this Site, in all forms, media, and technologies now existing or hereafter developed, is subject to the U.S. Copyright Act of 1976, Title 17 of the United States Code.
As between you and Solarea, the JOURNA and SOLAREA BIO mark and any and all other trademarks, logos, trade names, and other indicia of origin appearing on our Site or our Products or Services (“Trademarks”) and all goodwill associated therewith are and shall remain intellectual property owned by Solarea. Further, you hereby agree that any and all third-party Trademarks appearing on our Site or our Products or Services and all goodwill associated therewith are and shall remain the property of their respective owners. Except as expressly provided otherwise in these Terms of Service, nothing may be construed to confer to you any license to or ownership right in any Trademark, whether by estoppel, implication, or otherwise. All rights not granted to you in these Terms of Service are expressly reserved by us.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, OUR SITE OR SERVICES IS AT YOUR SOLE RISK. THE SITE AND ANY AND ALL PRODUCTS (INCLUDING SAMPLES THEREOF) AND SERVICES DELIVERED TO YOU THROUGH OUR SITE OR SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY US HEREIN) PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ FOR YOUR USE, WITHOUT ANY GUARANTY, REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE OR NON-INFRINGEMENT.
WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF OUR SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SITE OR SERVICES WILL BE ACCURATE OR RELIABLE. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE ANY PRODUCTS (INCLUDING SAMPLES THEREOF) OR SERVICES FOR INDEFINITE PERIODS OF TIME OR CANCEL ANY SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.
IN NO EVENT SHALL SOLAREA, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, AGENTS, CONTRACTORS, SUPPLIERS, DISTRIBUTORS, VENDORS, SERVICE PROVIDERS, SUBCONTRACTORS, LICENSEES, LICENSORS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “COVERED PARTIES”) BE LIABLE FOR ANY INJURY, DEATH, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM OR IN CONNECTION WITH YOUR USE OF OUR SITE OR ANY SERVICE OR ANY PRODUCTS (OR SAMPLES THEREOF) ON OUR SITE OR PROCURED USING THE SERVICES (OR ANY FAILURE TO PROVIDE PRODUCTS (OR SAMPLES THEREOF) OR SERVICES THAT YOU ORDERED FROM US USING THE SITE), OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF OUR SITE, THE SERVICES, OR ANY PRODUCT (INCLUDING SAMPLES THEREOF) ON OUR SITE OR PROCURED USING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OUR SITE OR THE SERVICES OR ANY CONTENT (OR PRODUCT OR SAMPLE THEREOF) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA OUR SITE OR THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY.
IN NO EVENT SHALL THE COVERED PARTIES’ TOTAL LIABILITY TO YOU ARISING FROM OR IN CONNECTION WITH THESE TERMS OF SERVICE OR YOUR USE OF THE SITE (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU (IF ANY) TO SOLAREA IN CONNECTION WITH THE PRODUCTS (OR SAMPLES THEREOF) OR SERVICES ORDERED BY YOU THAT RELATE TO SUCH CLAIM.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE, THE PRODUCTS (OR SAMPLES THEREOF), OR SERVICES MADE AVAILABLE ON THE SITE, OR THESE TERMS OF SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
TO THE EXTENT ANY STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS OR LIMITATIONS OF LIABILITY, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify, defend, and hold harmless the Covered Parties (as defined above) from any claim, demand, action, loss, liability, cost, or expense, including reasonable attorneys’ fees, resulting from or arising out of your use of the Site, your breach of these Terms of Service or the documents they incorporate by reference, your violation of any law, or the rights (including, without limitation, intellectual property rights) of any other person, or your breach of any duty owed by you to any other person. If using the Site on behalf of a third party, you and such third party agree to defend, indemnify, and hold harmless the Covered Parties as described above on behalf of yourself and such third party.
We shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms of Service, for any failure or delay by us in fulfilling or performing any obligation when and to the extent such failure or delay is caused by or results from the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or action; (e) pandemics or epidemics; (f) vendor or supplier failures, nonperformance, or delays; (g) embargoes or blockades in effect on or after the date of this Agreement; (h) national or regional emergency; (i) strikes, labor stoppages, or slowdowns or other labor or industrial disturbances; (j) materials shortages; or (k) other events beyond our reasonable control.
If you use this Site to submit Requests for or on behalf of a third party, then you represent and warrant that you are authorized by such third party to submit Requests or otherwise use the Site on its behalf. You agree that you are responsible for any error in the accuracy of information provided in connection with such use as well as for any Request submitted, including related fees, charges, and performance obligations. In addition, you must inform such third party of all Terms of Service applicable to all Products or Services acquired through this Site, including all rules and restrictions applicable thereto.
These Terms of Service are effective unless and until terminated by us at any time.
If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate your use of or access to our Site or Services (or any part thereof), and no termination of such access or these Terms of Service shall relieve you of any obligation or liability that shall have accrued prior to such termination.
No failure or delay by us in exercising or enforcing any right or provision of these Terms of Service shall constitute a waiver of such right or provision or prevent us from further exercising or enforcing any such right or provision in the future.
These Terms of Service and any policies or operating rules posted by us on this Site or in respect to the Services constitutes the entire agreement and understanding between you and us and governs your use of the Site and the Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
These Terms of Service shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflicts of law principles thereof.
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO THESE TERMS OF SERVICE, YOUR USE OF THE SITE, YOUR PURCHASE OR ACQUISITION OF OR REQUEST FOR PRODUCTS (INCLUDING SAMPLES THEREOF), OR SERVICES FROM US, OR THE SALE OR PROVISION OF PRODUCTS (OR SAMPLES THEREOF) OR SERVICES BY US TO YOU, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT. YOU AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO ANY SUCH CLAIM, DISPUTE, OR CONTROVERSY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION, INCLUDING DISCOVERY AND APPEAL RIGHTS.
Any such claim, dispute, or controversy will be settled under the Consumer Arbitration Rules of the American Arbitration Association (AAA) by one or more arbitrators appointed in accordance with such Rules, as amended by these Terms of Service. The Consumer Arbitration Rules are available online. The Federal Arbitration Act will govern the interpretation and enforcement of this Section. The place of arbitration will be Boston, Massachusetts. The arbitrator(s), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any claim, dispute, or controversy arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service, including any claim that all or any part of these Terms of Service are void or voidable. The arbitrator will be empowered to grant whatever relief could be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Each party to such arbitration will bear its own costs of arbitration; provided that the fees and charges of the arbitrator(s), if any, will be shared equally by such parties except to the extent the arbitrator(s) determine(s) that one party should bear all or a larger portion of such fees and charges, in which case the parties will be responsible for their respective portions of such fees and charges as so determined. You agree that any such arbitration proceedings, including any facts relating thereto and the results thereof, shall remain strictly confidential and may not be disclosed by you to any third party.
You agree that a breach of these Terms of Service will cause irreparable injury to Solarea for which monetary damages would not be an adequate remedy and Solarea shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages. No provision of these Terms of Service requiring the resolution of any claims, disputes, or controversies by arbitration will preclude us from seeking interim or provisional relief, including a temporary restraining order, preliminary injunction, or other interim equitable relief concerning any such claim, dispute, or controversy, if necessary (in our sole determination) to protect our interests. With respect to any such claim, dispute, or controversy described in this Section, we may pursue whatever rights and remedies may be available to us under law or equity, including through litigation in a court of competent jurisdiction, provided that any such claims, disputes, or controversies referred by us to litigation will be subject to the exclusive jurisdiction and venue of the state or federal courts located in the state or federal court of competent jurisdiction located in Boston, Massachusetts, and you hereby consent to the personal jurisdiction thereof with respect to such claims, disputes or controversies.
If any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, then such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, the unenforceable portion of such provision shall be deemed to be severed from these Terms of Service, and such determination shall not affect the validity or enforceability of any other remaining provisions of these Terms of Service, which shall remain in full force and effect.
We reserve the right, at our sole discretion, to update, change, or replace any part of these Terms of Service by posting updates and/or changes to our Site. It is your responsibility to check this page periodically for changes. Your continued use of or access to our Site or any Service following the posting of any updates and/or changes to these Terms of Service constitutes your acceptance of those updates and changes. You can review the most current version of the Terms of Service at any time at this page.
Notice for users in California only. This notice is for users of the Site residing in the State of California. Please be advised that we can be contacted as follows:
SOLAREA BIO, INC.
100 Beaver St.
Waltham, MA 02453
833-456-8762
Except for the prices (including, as applicable, shipping fees) for our Products, Services, and Subscriptions, no charges will be imposed on you for the use of this Site.
Please be advised that the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be reached by mail at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (800) 952-5210.
Questions about these Terms of Service should be sent to us at info@journahealth.com.