Terms of Service

OVERVIEW

This website is operated by, and the Services offered hereunder are provided by, mindyKNOWS, LLC, a Missouri limited liability company (“mindyKNOWS”). Throughout this website and this Agreement, the terms “we”, “us” and “our” refer to mindyKNOWS. mindyKNOWS offers this website, including all information, tools and services available from this website to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here (this “Agreement”).

By visiting this website and/or purchasing or using any product or service from us, you engage in our “Service(s)” and agree to be bound by the following terms and conditions (“Terms of Service” or “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of this website, including without limitation users who are browsers, vendors, customers, friends and/or relatives of customers, merchants, and/or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of this website or purchasing or using any Service, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this Agreement, then you must not access this website or purchase or use any Service. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features, services, products, or tools which are added or changed to the website shall also be subject to these Terms of Service. You can review the most current version of these Terms of Service at any time on this website. We reserve the right to update, change or replace any part of these Terms of Service, without providing notice to you, by posting updates and/or changes to our website. It is your responsibility to check this website periodically for updates, changes, additions, or deletions to the Terms of Service. Your continued use of or access to this website following the posting of any changes constitutes acceptance of those updates, changes, additions, or deletions.

SECTION 1 – ONLINE SERVICE TERMS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this website.

You must not use the Service for any illegal or unauthorized purpose, and you must not, in the use of the Service, violate any laws, rules or regulations in your jurisdiction including, but not limited to, those related to copyright, trademark, privacy, personality or other personal or proprietary right.

You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 – GENERAL CONDITIONS

Subject to all applicable laws, we reserve the right to refuse Service to anyone for any reason at any time. You understand that your content (not including credit card information) may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on this website through which the Service is provided, without express written permission by mindyKNOWS, LLC. The headings used in this Agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this website is not accurate, complete or current. The material on this website 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 website is at your own risk. This website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to add to or modify the contents of this website or Service at any time, but we have no obligation to update any information on this website. You agree that it is your responsibility to monitor changes to this website, including but not limited to, as noted above, these Terms and Conditions.

SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES

Prices for the Services are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service. All prices for Services are solely at the discretion of mindyKNOWS, LLC.

SECTION 5 – PRODUCTS OR SERVICES (if applicable)

Services are available exclusively online through this website. These Services may have limited services, products, quantities, terms or conditions, and are subject to our Return Policy and these Terms of Service. We reserve the right, but are not obligated, to limit the sales of the Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis, at our sole discretion. We reserve the right to limit the Services that we offer, at our sole discretion. All descriptions of Services and pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product or Service at any time, at our sole discretion. Any offer for any Service made on this website is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased, used, or obtained by you will meet your expectations, or that any acts, errors or omissions in the Service will be corrected.

SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel Services 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, we may attempt to notify you by contacting the email 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 or distributors or any unauthorized parties.

You agree to provide current, complete and accurate purchase and account information for all purchases made on our website. You agree to promptly update your account and other information, including your name, e-mail address, mailing address, phone number, and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Return Policy.

SECTION 7 – OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. 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 optional third-party tools. Any use by you of optional third-party tools offered through this website is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms and conditions on which the third-party tools are provided by the relevant third-party providers. We may also, in the future, offer new services and/or features through this website (including, the release of new tools and resources). Such new features and/or services and/or tools shall also be subject to these Terms of Service. By agreeing to these Terms of Service, you are further agreeing that mindyKNOWS, LLC shall have no legal liability for any harm or damage to you or your property by reason of, or in any way related to, your use of optional third-party tools.

SECTION 8 – THIRD-PARTY LINKS

Certain content, products and services available via our website or Services may include materials from third-parties. Third-party links on this website may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, goods, products, content, resources, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of any materials, goods, products, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the 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 products should be directed to the third-party. By agreeing to these Terms of Service, you are further agreeing that mindyKNOWS, LLC shall have no legal liability for any harm or damage to you or your property by reason of, or in any way related to, your use of third-party materials and/or websites.

SECTION 9 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by e-mail, by text message, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any such Comments that you forward to us. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any law, rule, regulation, court order, party’s intellectual property, or these Terms of Service.

You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service, mindyKNOWS, LLC’s website, or any related website. You must not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Comments or with respect to any Service you purchase or use. 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. By agreeing to these Terms of Service, you are further agreeing that mindyKNOWS, LLC shall have no legal liability for any harm or damage to you or your property by reason of, or in any way related to, any Comments provided to us by you or on your behalf.

SECTION 10 – PERSONAL INFORMATION

5Your submission of personal information through this website is governed by our Privacy Policy. To view our Privacy Policy, click here.

SECTION 11 – ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on this website or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, services, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the website of mindyKNOWS, LLC or in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 12 – PROHIBITED USES

In addition to other prohibitions as set forth in these Terms of Service, you are prohibited from using this website or its content or any Service: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local 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, or disability, or any other protected characteristic; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of 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 the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 12A- PURCHASE AND/OR DELIVERY OF ALCOHOL

If you request mindyKNOWS either purchase or deliver alcoholic beverages to any third-person on your behalf for any reason whatsoever, you understand, agree, and warrant that said alcoholic beverages are being purchased for and/or delivered to and are intended for use or consumption by a person who is lawfully permitted to consume said alcoholic beverages under the laws of the state of Missouri. You agree and understand that mindyKNOWS is hereby disclaiming any and all liability to you or any other person related to the use or consumption of said alcoholic beverages. You further agree to defend and indemnify mindyKNOWS in the event any lawsuit, claim or demand is filed or made against mindyKNOWS which relates in any way to the use or consumption of said alcoholic beverages. The indemnification referenced in the preceding sentence shall include any and all damages awarded against mindyKNOWS (including but not limited to compensatory damages and punitive damages), costs, expenses and reasonable attorney’s fees incurred by mindyKNOWS or which she ever becomes legally obligated to pay.

SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY- READ CAREFULLY

We do not guarantee, represent or warrant that your purchase or use of the Service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the purchase or use of the Service will be accurate, reliable, as expected, or of any quality. You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you. You expressly agree that your use of, or inability to use, the Service is at your sole risk and that mindyKNOWS, LLC shall have no liability to you under any circumstances whatsoever for errors, omissions, or deficiencies in the Services provided. The Service and all products and services delivered to, purchased by, or used by, you through the Service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. BY AGREEING TO THESE TERMS OF SERVICE, YOU ARE FURTHER AGREEING THAT mindyKNOWS, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND/OR SERVICES PROVIDED BY mindyKNOWS, LLC. Agreement may be filed in any court of competent jurisdiction to enforce such arbitration.

In no case shall mindyKNOWS, our directors, officers, members, managers, partners, principals, employees, parents, subsidiaries, affiliates, agents, contractors, interns, suppliers, service providers and licensors be liable for any action, cause of action, lawsuit, claim, demand, judgment, order, liability, obligation, injury, damage, loss, fee, penalty, cost or expense of any kind or nature whatsoever, 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 (collectively, “Claims”), related to or arising from your purchase or use of any Service or of any services or any products procured using the Service, or for any other claim related in any way to your purchase or use of the Service or any services or products related thereto, 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 the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Should any states or jurisdictions not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law. BY AGREEING TO THESE TERMS OF SERVICE, YOU ARE FURTHER AGREEING THAT THE LIMITATION OF LIABILITY IN SECTION 13 IS INTENDED BY mindyKNOWS, LLC AND YOU TO BE INTERPRETED BROADLY IN FAVOR OF mindyKNOWS, LLC.

SECTION 14 – INDEMNIFICATION

You agree to indemnify, defend and hold harmless mindyKNOWS and our directors, officers, members, managers, partners, principals, employees, parents, subsidiaries, affiliates, agents, contractors, interns, suppliers, service providers, goods, materials and products providers, content providers, resource providers, and licensors from any Claims, including reasonable attorneys’ fees, made by you or any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law, rule or regulation or the rights of any third-party, or your use of the Services, or the goods, materials, products or services delivered to, purchased by, or used by, you through the Service. BY AGREEING TO THESE TERMS OF SERVICE, YOU ARE FURTHER AGREEING THAT THE INDEMNIFCATION OBLIGATION AS STATED IN SECTION 14 IS INTENDED BY mindyKNOWS, LLC AND YOU TO BE INTERPRETED BROADLY IN FAVOR OF mindyKNOWS, LLC.

SECTION 15 – SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 16 – TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use the Services, or when you cease using this website. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or condition of these Terms of Service, we also may terminate this Agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may terminate and/or deny you use of and/or access to the Services (or any part thereof). In the event you terminate the Service(s) of mindyKNOWS, you agree that you shall not be entitled to any refunds of payments made or charges incurred.

SECTION 17 – ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this website or in respect to the Service constitutes the entire agreement and understanding between you and us and govern your purchase and use of the Service, 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 these Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party. You agree that you have had the opportunity to consult with an attorney of your choosing before agreeing to these Terms of Service.

SECTION 18 – GENERAL RELEASE

You, for your yourself and your past and present partners, employees, representatives, independent contractors, shareholders, members, managers, trustees, beneficiaries, officers, directors, agents, attorneys, predecessors-in-interest, successors-in-interest, related companies, subsidiaries, parent companies, divisions, affiliates, and assigns (collectively, the “Releasing Parties”) hereby release mindyKNOWS, LLC, and each of its past and present owners, partners, employees, representatives, independent contractors, shareholders, members, managers, trustees, beneficiaries, officers, directors, agents, attorneys, predecessors-in-interest, successors-in-interest, related companies, subsidiaries, parent companies, divisions, affiliates, and assigns (collectively, the “Released Parties”) from any and all claims, actions, causes of action, orders, judgments, debts, payments, warranties (express or implied), liabilities, losses, demands, obligations, costs, attorneys’ fees, interest, expenses, damages, emotional distress, injuries, and liens of every kind whatsoever, whether known or unknown, suspected or unsuspected (collectively, “Claims”), in contract, at law or in equity, which the Releasing Parties have had, now have, or hereafter may have, or claim to have, against the Released Parties and/or any third parties with respect to any error, act, omission, negligence, willful misconduct, matter, cause, or thing whatsoever relating to, in connection with, or arising out of this Agreement, the Service, this website, any third parties, and any and all other documents, agreements, instruments, transactions, covenants, obligations and liabilities by, between and among the Releasing Parties and the Released Parties and any third parties related thereto or arising therefrom. You hereby expressly waive any and all rights and benefits conferred upon them by any federal, state or local law, statute, code, ordinance, rule or regulation of any regulatory, governmental or quasi-governmental entity, body, or authority, with respect to the Claims, whether known or unknown, which are the subject of the release in this Section 18, to the extent you may lawfully waive the same (collectively this paragraph, this “Release”).

You acknowledge that you may later discover facts in addition to or different from those which you now know or believe to be true with respect to the subject matter of this Release, and that it is your intention notwithstanding, to fully, finally, and forever to settle and release all of the Claims that are the subject of this Release, known or unknown, suspected or unsuspected, which now exist, may exist, or previously existed by, between and among the Releasing Parties and the Released Parties and any third parties related thereto or arising therefrom, except as to the rights and obligations of the parties set forth in this Agreement. In furtherance of such intention, the releases given in this Release will be and will remain in effect as a full and completed release, notwithstanding the discovery or existence of any such additional or different facts. The releases set forth in this Release will be construed as broadly as possible. You further accept and assume the risk that such facts may turn out to be different from the facts now known or believed to be true by you and agree that the releases given in this Release will remain in all respects effective and will not be subject to termination or rescission by reason of any such difference in fact. BY AGREEING TO THESE TERMS OF SERVICE, YOU ARE FURTHER AGREEING THAT THE GENERAL RELEASE AS SET FORTH IN SECTION 18 IS INTENDED BY mindyKNOWS, LLC AND YOU TO BE INTERPRETED BROADLY IN FAVOR OF mindyKNOWS, LLC.

SECTION 19 – DISPUTE RESOLUTION, GOVERNING LAW, VENUE, NO JURY TRIAL

It is the intention of the parties that no dispute under these Terms of Service, this Agreement, and any Service (the foregoing of which, for purposes of this Section, shall be collectively referred to in this Section as this Agreement) will be the subject of any court action or litigation in the court system, except as may be necessary to enforce this Agreement or any ensuing arbitration award or except as otherwise provided herein. This Agreement shall be construed and interpreted in a fair and equitable manner based upon the facts and circumstances of the parties taking into account the present intention of the parties to have a fair and equitable agreement under the terms and conditions set forth herein.

The parties shall first attempt to mediate any dispute arising out of or relating to this Agreement, prior to initiating arbitration. If any party hereto wishes to resolve an issue arising out of or relating to this Agreement, then such party must first give notice of a request for mediation (“Mediation Request”) to the other party. The Mediation Request shall set forth the names of not less than four (4) mediators from the American Arbitration Association (“AAA”), the Judicial Arbitration and Mediation Service (“JAMS”), or as the parties may agree. The party receiving the Mediation Request shall choose one of the mediators set forth therein within seven (7) days of receipt and a mediation conference will be scheduled as soon as reasonably feasible between the parties and their respective advisors. The parties shall reasonably cooperate in good faith with respect to sharing of relevant and necessary information and attendance at mediation sessions in order to seek resolution. If the party receiving the Mediation Request does not choose a mediator within seven (7) days of receipt, then the party who has sent such notice may choose the applicable mediator and may schedule the mediation conference. The mediation conference shall occur in St. Louis County, Missouri. If resolution of the issues between the parties cannot be resolved in mediation within twenty (20) days following the completion of mediation, then the matter shall be presented to formal arbitration as provided below. Each party shall pay the cost of its own legal counsel for such mediation, but the parties shall share equally the cost of the mediator. Such mediation shall be governed by the laws of the State of Missouri, without regard to its conflict of laws principles.

If mediation is unsuccessful, then the parties shall resolve the dispute in binding arbitration. The binding arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the AAA (“AAA Rules”), except as provided herein, and governed by the laws of the State of Missouri, without regard to its conflict of laws principles. The binding arbitration shall be conducted by one neutral arbitrator selected pursuant to the AAA Rules. Arbitration shall take place within thirty (30) days after the completion of discovery as provided below and the decision of the arbitrator shall be binding upon the parties in accordance with applicable law. The arbitration and all hearings related thereto shall occur in St. Louis County, Missouri. In the event mindKNOWS, LLC prevails at arbitration, it shall be permitted to recover its reasonable fees and costs incurred in connection with the arbitration. A copy of this Agreement may be filed in any court of competent jurisdiction to enforce such arbitration.