Terms Of Service

Terms of Service
Last Updated: January 1, 2020
Introduction

 

Core Wellness, Inc. (“Core”, “we” or “us”) designs products and tools that help you achieve your health and mindfulness goals and inspire you to build your inner strength. These Terms of Service (“Terms”) apply to your access and use of the Core Service. The “Core Service” includes our Core Meditation Trainer (the “Device”), associated firmware, smartphone application (“App”), software, websites (hellocore.com and goodpillar.com) (the “Websites”), and services made available via the Device, App and Websites (the “Services” or “Core Service”).

 

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, DOWNLOADING THE APP, AND/OR BROWSING WEBSITES, YOU REPRESENT AND WARRANT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, AND (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CORE.

 

You must accept these Terms to create a Core account and to access or use the Core Service. If you do not have an account, you accept these Terms by using any part of the Core Service. If you do not accept these terms, do not create an account or use the Core Service.

 

IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT CORE’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH THE SECTION ENTITLED “AUTOMATIC RENEWAL” BELOW.

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

 

 

Please Read Core’s Privacy Policy

 

For information about our data practices, please see our Privacy Policy. By accessing or using the Core Service, you agree that we may collect, share and use your personal information in accordance with our Privacy Policy.

 

Use of the Core Service

 

People under the age of 13 are not permitted to access or use the Core Service unless their parents have consented in accordance with applicable law. Please do not attempt to register or use the Core Service if you do not meet these important qualifications. Should we learn that any underage user has accessed the Core Service without parental consent we may at our discretion delete that user’s information and limit or eliminate access to the Core Service without further notice. We do not, however, attempt to verify the age of any user.

 

Additionally, you cannot access or use the Core Service if you are barred from receiving services under applicable law or have previously been suspended or removed from the Core Service.

 

You may only connect to the Core Service using (i) a Device that is manufactured, distributed, or sold by Core itself or through its authorized resellers or agents; (ii) our Apps and software; or (iii) our Websites (“Authorized Connections”). Any violation or attempted violation of this provision may result in the immediate termination of your ability to access the Core Service.

 

Creating an Account

 

Full use of the Core Service requires that you create an account by providing us with information such as your full name, a valid email address, and cell phone number (“Registration Data”).  You agree to provide true, accurate, current and complete Registration Data and will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activity that occurs in association with your account. Core is not liable for any loss or damages caused by your failure to maintain the confidentiality of your account credentials.

 

Necessary Equipment

 

Full use of the Core Service is dependent upon your use of the Device, App downloaded on a supported mobile device and Internet access. The maintenance and security of this equipment may influence the performance of the Core Service and it is your responsibility to ensure the equipment’s functionality. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges.

 

Core’s Rights

The Core Service, App, Websites and any information, photos, images, video, text, music, meditation tracks, meditation logs, and other content made available with the Core Service (“Core Content”) are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. We reserve all rights not expressly set forth in these Terms. You agree not to remove, change or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Core Service. Our logos and any other Core trademarks that may appear on the Device, and the overall look and feel of the Core Service, including page headers, graphics, icons, and scripts, may not be copied, imitated or used, in whole or in part, without our prior written permission. Other trademarks, product, and service names and company names or logos mentioned on the Core Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder.

What You Can Do with the Core Service
You may use the Core Service solely for your personal, non-commercial use. If you are using the App, Core, subject to your compliance with these Terms, hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a single mobile device that you own or control, and to run such copy of the App solely for your personal, non-commercial purposes.  Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.  Notwithstanding the second sentence of this Section, with respect to an App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to the use of the App on a shared basis with your designated family group.  Core is intended to be used as a meditation trainer, to aid the user in learning and practicing meditation.
The Core Service, including the Device and App, does not diagnose or treat any medical condition and is used for general wellness activity and informational purposes only. Consult your doctor before use if you have any preexisting conditions that might be affected by your use of the Device or Service.

The Core Meditation Trainer is not a medical device, and is not intended to diagnose, treat, cure, or prevent any disease.

Our goal is to provide helpful and accurate information on the Core Service, but we make no endorsement, representation, or warranty of any kind about any Core Content, information, or Services. The accuracy of the data collected and presented through the Core Service is intended solely for informational purposes and is not designed or intended to match that of certified medical devices or scientific measurement devices. If you rely on any Core Content or the Core Service, you do so solely at your own risk. Please consult your physician before using the Core Service.

Use of the Core Service should not replace your good judgment and common sense. Please read and comply with all safety notices that accompany your use of the Core Service.

 

Always be aware of your surroundings when using Core's products and services.

The Core Meditation Trainer is not a toy. Devices contain small components that could be a choking hazard, and are not intended for use by small children or pets.

Restricted Uses

 

You may not use, sublicense (except as expressly stated in the section entitled What You Can Do With the Core Service), copy, adapt, modify, translate, disclose, prepare derivative works based upon, distribute, license, sell, rent, lease, assign, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit Core Content, the Core Service or any portion thereof (including any third-party software), except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Core or its licensors, except for the licenses and rights expressly granted in these Terms.
 
Except to the extent permitted by law, you may not perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the Core Service: (1) use, display, mirror, or frame the Core Service or any individual element within the Core Service, including the layout and design of any page, without Core’s express written consent; (2) forge any TCP/IP packet header or any part of the header information in any e-mail or posting; (3) use Core’s name, any Core trademark or logo, or any Core proprietary information without Core’s express written consent; (4) access or tamper with non-public areas of the Core Service, Core’s computer systems, or the technical delivery systems of Core’s providers; (5) test the vulnerability of any Core system or breach any security or authentication measures; (6) circumvent any technological measure implemented by Core or any of Core providers or any other third party (including another user) to protect the Core Service; (7) access the Core Service or Core Content through the use of any mechanism other than through the use of an Authorized Connection, or Core smartphone application; or (8) modify, decompile, disassemble, reverse engineer, tamper with, or otherwise attempt to derive the source code of any software that Core provides to you, including the App, or any other part of the Core Service; or (9) modify, decompile, disassemble, reverse engineer, tamper with, or duplicate the Device, including any firmware therein; or (10) take any action that imposes an unreasonable or disproportionately large load on Core’s infrastructure.

Violations of system or network security may result in civil or criminal liability. Core may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

Your Content

If you upload any content, text, images, photos, video, audio-visual files or other content (“Your Content”), you hereby grant Core a non-exclusive, royalty-free, fully paid-up right and license to display, perform, reproduce, create derivative works of, distribute, transmit and otherwise use Your Content in any medium or format, whether now known or hereafter developed, to provide and improve the Services.  You represent and warrant that you solely own or otherwise have all rights, licenses and consents necessary to provide the foregoing license. Your Content is and shall remain your property.

Terms of Sale and Returns and Warranty Policy

Core’s Terms of Sale and Returns and Warranty Policy apply to the purchase of Device from Core Wellness, Inc.  Such policy does not apply to any purchases from any third parties. The terms of sale are incorporated into and made a part of these terms. All orders placed are subject to Core’s acceptance. We may accept, decline or place limits on your order for any reason.

Premium Subscription Services

Payment.  You agree to pay all fees or charges to your account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.  You must provide Core with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), or purchase order information as a condition to signing up for the Services.  Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not these Terms to determine your rights and liabilities.  By providing Core with your credit card number and associated payment information, you agree that Core is authorized to immediately invoice your account for all fees and charges due and payable to Core hereunder and that no additional notice or consent is required.  You agree to immediately notify Core of any change in your billing address or the credit card used for payment hereunder.  Core reserves the right at any time to change its prices and billing methods, either immediately upon posting on Websites, within the App or by e-mail delivery to you.

Service Subscription Fees.  You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your account and select your subscription package (each, a “Service Commencement Date”).  Except as set forth in these Terms, all fees for the Services are non-refundable.  No contract will exist between you and Core for the Services until Core accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.

 

Automatic Renewal.  Your subscription will continue indefinitely until terminated in accordance with these Terms.  After your initial 30-day trial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Core’s then-current price for such subscription.  You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at least 2 business days prior to the Renewal Commencement Date (or in the event that you receive a notice from Core that your subscription will be automatically renewed, you will have 5 business day from the date of Core’s notice), by notifying Core at support@hellocore.com If you do not wish your account to renew automatically, or if you want to change or terminate your subscription, please contact Core at support@hellocore.com.  If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires.  However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.  By subscribing, you authorize Core to charge your Payment Provider now, and again at the beginning of any subsequent subscription period.  Upon renewal of your subscription, if Core does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your account upon demand and/or (b) you agree that Core may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

Taxes.  The payments required under this Section do not include any Sales Tax that may be due in connection with the Services provided under these Terms.  If Core determines it has a legal obligation to collect a Sales Tax from you in connection with these Terms, Core shall collect such Sales Tax in addition to the payments required under this Section.  If any Services, or payments for any Services, under these Terms are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Core, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Core for any liability or expense Core may incur in connection with such Sales Taxes.  Upon Core’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

 

Termination

 

These Terms will remain in effect until terminated by either you or us. You may terminate these Terms at any time by sending an email request to support@hellocore.com. If you terminate these Terms, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires.  However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.  We will endeavor to provide you reasonable notice upon suspending or terminating part or all of the Core Service. All sections of these Terms that by their nature should survive termination shall survive termination, including without limitation Your Content, Core’s Rights, Warranty Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution and Additional Terms.

 

Modifications

We reserve the right to change, suspend, terminate, restrict or disable your use of or access to, parts or all of the Core Service at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Core Service if you violate these Terms or our Privacy Policy.

 

Indemnification

You agree to defend, indemnify and hold harmless Core Wellness and each of its officers, directors, employees and agents from and against any and all damages, liabilities, claims, demands, costs and expenses, including but not limited to, reasonable attorneys’ fees, resulting from your (i) use or misuse of the Core Service, (ii) violation of these Terms (as amended and in effect from time to time), (iii) conduct, communication, or interaction with any other user of the Core Service, or any of your other activities on the Core Service, (iv) violation of the rights of any other user of the Core Service, or any other person or entity, or (v) any and all claims, liability, costs, or damages related to the rendering of any services, including advice, training, instruction, or interactions, based on any information obtained through the Core Service. Use of the Core Service is at your own risk.

 

Limitation of Liability

In no event shall Core be liable to you or any third party claiming through you for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind - including without limitation lost revenues or profits, loss of business or loss of data - arising out of or resulting from your use of or inability to use the site, regardless of whether Core was advised, had other reason to know, or in fact knew of the possibility thereof. In no EVENT WILL CORE’S LIABILITY TO YOU EXCEED AN AMOUNT EQUAL TO THE GREATER OF (A) FIFTY DOLLARS ($50), OR (B) THE AMOUNTS ACTUALLY PAID BY YOU TO CORE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

 

Warranty Disclaimers

While we work hard to make the Core Services great, our products and services are provided as is, without warranties.

Core makes no warranty that (a) the SERVICES, WEBsiteS, APP, DEVICES or any related products or services will meet your requirements or expectations, (b) that your access to or use of the SERVICES, WEBsiteS, APP, DEVICE or any related services will be uninterrupted, timely, secure, or error free, (c) that any defects in the SERVICES, WEBsiteS, APPS, OR DEVICES will be corrected, or (d) that the WEBsiteS, APPS,SERVICES or any server through which you access the WEBsiteS, APPS OR SERVICES is free of viruses or other harmful components. Core does not warrant or make any representations regarding the use of or the result of the use of the SERVICES, WEBsiteS, APP, DEVICE or any content AVAILABLE IN ANY OF THE FOREGOING in terms of its correctness, accuracy, reliability, or otherwise.

Any material downloaded or otherwise obtained through the use of the services, websites, or app is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

No advice or information, whether oral or written, obtained by you from Core or through or from the services, websites or app shall create any warranty not expressly stated in these terms.

Third Party Content and Links
We don’t control and aren’t liable for third party content and what those third parties do.

The Core Service may provide content and material from, and links and references to, web sites of third parties and other third-party resources not controlled by Core; We may also rely on such Third-Party Content for services to be rendered to You or Us (collectively, “Third Party Content”). Third Party Content specifically includes, but is not limited to, all information and postings by Users. You acknowledge and agree that Core neither endorses nor is responsible or liable for the availability, accuracy, currency or reliability of any Third-Party Content. Any concerns regarding such Third-Party Content should be directed to the third party.

Under no circumstances will Core be liable for any loss or damage caused by any use or reliance on Third Party Content or any purchase or use of goods or services from any third party referenced on the Core Service.

Nothing on the Core Service shall be deemed to be a recommendation of any third party, Third Party Content or third-party products or services, or to constitute any representation or warranty as to a third party’s qualifications, services, products, offerings, information or any other content.

App Stores
You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”).  You acknowledge that the Terms are between you and Core and not with the App Store.  Core, not the App Store, is solely responsible for the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement).  In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access.  You also agree to pay all fees (if any) charged by the App Store in connection with Services, including the App.  You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Services, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce it
Posting Guidelines

Please, use your judgment and follow the law.

Users must use the Core Service in accordance with all applicable international, federal, state and local laws, and may not post or transmit anything that would give rise to any civil or criminal liability for any party or otherwise violates any law. For example, Users specifically acknowledge and agree that they may not:

Post or transmit any message, information, data, text, software or images, or other materials (collectively, 'Content') that violates the trademark, copyright, privacy, confidentiality, publicity, intellectual property, or any other proprietary rights of any person, or that reveals any information that should be known to the User to be confidential or a proprietary.

Post or transmit Content that is false, misleading, defamatory, obscene, indecent, threatening, harassing, harmful, tortuous or otherwise objectionable or that could constitute an incitement to unlawful conduct.

Impersonate any person or entity, including without limitation any Core employee or agent, or an authorized user of Core's services, or otherwise misrepresent your affiliation with any person or entity.

Post or transmit any Content that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships.

Register an e-mail address that you do not own or for which you do not have the express permission of the owner to register.

Changes to Our Terms of Service

Core reserves the right to make changes periodically to the Terms. If we ever decide to change our Terms, we will post changes on this page, and alert you by email prior to the changes taking effect.

Contact

If you have any questions regarding these terms, please contact us at support@hellocore.com.

DISPUTE RESOLUTIONPlease read the following arbitration agreement in this Section (“Arbitration Agreement.  Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Core and limits the manner in which you can seek relief from us. 

Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, App, Device, Services, any products sold or distributed through the Website, or to any aspect of your relationship with Core, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Core may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Arbitration Agreement or any prior version of this Arbitration Agreement.  

Arbitration Rules and Forum.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim us at Core Wellness, Inc. 660 4th Street, Box 645, San Francisco, CA 94107.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Core will pay them for you.  In addition, Core will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. 

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator.  The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Core.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us. 

Waiver of Jury Trial.  YOU AND CORE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Core are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  

Waiver of Class or Other Non-Individualized Relief.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of California.  All other claims shall be arbitrated. 

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: support@hellocore.com within 30 days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your Core username (if any), the email address you used to set up your Core account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.    If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Severability. Except as provided herein, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Core.

Modification.  Notwithstanding any provision in these Terms to the contrary, we agree that if Core makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Core at the following address: Core Wellness, Inc. 660 4th Street, Box 645, San Francisco, CA 94107

GENERAL PROVISIONS

Electronic Communications.  The communications between you and Core may take place via electronic means, whether you visit Services or send Core e-mails, or whether Core posts notices on Services, including the Websites and/or within the App, or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from Core in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Core provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

Release.  You hereby release Core and its successors from claims, demands, any and all losses, damages, rights, and actions of personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, your use of the Device and App.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”  The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Core or for Core’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website, App, Device or any Services provided hereunder.

Assignment.  These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Core’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Force Majeure.  Core shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

Exclusive Venue.  To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Core agree that all claims and disputes arising out of or relating to these Terms will be litigated exclusively in the state or federal courts located in San Mateo County, California.

Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of CALIFORNIA, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to THESE TERMS.

Notice.  Where Core requires that you provide an e-mail address, you are responsible for providing Core with your most current e-mail address.  In the event that the last e-mail address you provided to Core is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms, Core’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Core at the following address: Core Wellness, Inc. 660 4th Street, Box 645, San Francisco, CA 94107. Such notice shall be deemed given when received by Core by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

Waiver.  Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability.  If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

Export Control.  You may not use, export, import, or transfer App or Device except as authorized by U.S. law, the laws of the jurisdiction in which you obtained App and/or Device, and any other applicable laws.  In particular, but without limitation, the App and Device may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Services, including the App and/or Device, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Services, including the App or Device, for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Core are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Core products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

 

Terms of Sale

Last Updated: January 1, 2020

 

These Terms of Sale (“Terms”) apply to all orders for all meditation devices (each, a “Device”) and related accessories (collectively, “Products”) placed by you through Core Wellness’ (“Core”, “we”, or “us”) mobile app or website (each, a “Site”). By placing any order through the Sites, you are agreeing to be bound by these Terms. You represent and warrant that you have read, understand and agree to these Terms, and have the legal capacity to agree to these Terms.  These Terms apply solely with respect to any orders for Products on our Sites, and do not apply to any orders for made with any authorized reseller.

 

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

 

30 DAY SATISFACTION GUARANTEE RETURN POLICY

 

 

You may return your Core Meditation Trainer purchased on the Sites for any reason within thirty (30) days of the date of its shipment to you (the “Return Window”) and receive a full refund of the purchase price. In order to return you Core Meditation Trainer, all of the following conditions must be met:

  1. Request a return merchandise authorization (RMA) number by emailing support@hellocore.com during the Return Window;
  2. Return the device, including all parts, power cable, and charger included in the original packaging, in good physical condition (not damaged or broken, or as received, in the case of a defective product) within 14 days of receiving your RMA number; and
  3. Include the RMA number with your return.

 

Additional Terms and Conditions

·      If your return fails to meet any of the above conditions, we may, in our discretion, refuse to accept it.  Core may require that you furnish proof of purchase details in order to obtain an RMA number.

 

·      Please note, original shipping and handling charges, gift-wrap fees, and taxes paid (such as state sales tax) are not refundable.

 

·      You are responsible all shipping charges, and you shall assume all risk of loss or damage to the Device while in transit to Core. We recommend that you use a tracking service for your protection.

 

·      Once your return is received and inspected, we will send you an email to notify you that Core has received your Device. We will also notify you of the approval or rejection of your refund request.  If your request has been approved, your refund will be processed and a credit will automatically be applied to your credit card or original method of payment. Refunds will be processed and paid within 1 week of Core’s receipt of the Device.  Please note that, depending on your credit card, company or bank, it may take an additional 2 to 10 business days after your credit is approved for it to post to your account.

 

·      Return shipping and a $6 re-stocking fee must be paid by the customer in all cases other than a defective product covered by the limited product warranty below.

 

 

LIMITED PRODUCT WARRANTY

If you purchased your Device on the Sites, Core warrants to you only (the “Original Purchaser”) that the Device shall be free in all material respects from defects in materials and workmanship for a period of [one (1) year].  The warranty period starts on the day that you receive the Device as confirmed by a postal delivery document (the “Warranty Period”).

1.             Remedies:

 

If you notify Core within the Warranty Period that the Device does not meet the warranty referred to above, Core will, at its option and to the extent permitted by law, either (1) repair the Device at no charge, using new or refurbished replacement parts, or (2) exchange the Device with a new or refurbished Device.  If Core, in its sole discretion, determines it is not reasonable to repair or replace the defective Device, Core may refund to you the purchase price paid for the Device.  In the event of a defect, to the extent permitted by law, these are your sole and exclusive remedies.  Shipping and handling charges may apply except where prohibited by applicable law.  This Limited Warranty is valid only in the jurisdictions where the Products are sold by Core itself and is valid to the extent permitted by the applicable laws of such jurisdictions.  Any replacement Device will be warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer, or for any additional period of time that may be applicable in your jurisdiction. 

 

2.             How to Obtain Warranty Service:

 

            To obtain warranty service, you must obtain a Return Merchandise Authorization (RMA) from our customer service team and deliver the Device, in either its original packaging or packaging providing an equal degree of protection, together with proof of purchase, to the address specified by Core.  By returning the Device to Core, you agree to transfer ownership to Core upon Core’s receipt of the Device.  If Core determines that your warranty claim is justified based on the terms of this Limited Warranty, Core shall bear the cost of shipping the repaired or replacement Device to you.   Any Device that is returned to Core without a valid warranty or claim or without an RMA, may be rejected, returned at sender’s cost (subject to prepayment) or kept for 30 days for sender’s pick-up and then disposed of in Core’s sole discretion with no further liability or obligation to you.  For specific instructions on how to obtain warranty service on your Device, visit the Core website ([insert link]). 

It is your responsibility to backup any data, software, or other materials you may have stored or preserved on the Device.  It is likely that such data, software, or other materials will be lost or reformatted during service, and Core will not be responsible for any such damage or loss. 

3.             Exclusions and Limitations:

 

            This Limited Warranty applies only to Devices manufactured by or for Core that can be identified by the “Core” trademark, trade name, or logo affixed to it and that are sold by Core to Original Purchasers on the Site.  The Limited Warranty does not apply to any (a) Core products and services other than the Devices, (b) consumables (such as batteries), or (c) software, even if packaged or sold with a Device or embedded in a Device.  Please refer to the Terms of Service Agreement ([insert link]) for details of your rights with respect to the use of Core’s services and software relating to the Device.

Core does not warrant that the operations of the Device will be uninterrupted or error-free.  Core is not responsible for damages arising from failure to follow instructions relating to the Device’s use.

This Limited Warranty does not apply to: (a) damage caused by use with non-Core products; (b) damage caused by accident, abuse, misuse, spillage of food or liquid or other external causes; (c) damage caused by operating the Product outside the permitted or intended uses described by Core or with improper voltage or power supply; (d) damage to the Device caused by failure to follow instructions related to the Device’s use; (e) damage caused by alterations, modifications, or service performed by anyone who is not a representative of Core; (f) cosmetic damage to the Device, including but not limited to scratches or dents; (g) defects or parts requiring replacement due to ordinary wear and tear, corrosion, rust or stains, scratches, dents on the casing or paintwork of the Device; (h) recovery and reinstallation of software programs and user data; or (i) if Core is dropped repeatedly or from an excessive height.

No Core distributor, reseller, agent, or employee is authorized to make any modification, extension, or addition to this Limited Warranty.  If any term in this Limited Warranty is held to be illegal or unenforceable, the legality or enforceability of the remaining terms shall not be affected or impaired. 

4.             Implied Warranties and Conditions:

 

            EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES AND CONDITIONS (INCLUDING WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) SHALL BE LIMITED IN DURATION TO THE DURATION OF THIS LIMITED WARRANTY.  Some jurisdictions do not allow limitations on the duration of an implied warranty or condition, so the above limitation may not apply to you.  This Limited Warranty gives you specific legal rights, and you may also have other rights that vary from state to state. 

5.             Limitation of Damages:

 

            EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, CORE SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE OR DATA, RESULTING FROM ANY BREACH OF EXPRESS OR IMPLIED WARRANTY OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY, EVEN IF CORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY.  Some jurisdictions do not allow the exclusion or limitation of special, indirect, incidental or consequential damages, so the above limitation or exclusion may not apply to you. 

 

NOT FOR RESALE

Core sells and ships products to end-user customers only. We reserve the right to refuse or cancel your order if we suspect you are purchasing products for resale.

 

Payment Terms

1.    General. Terms of payment shall be determined at Core’s sole discretion.  Unless otherwise set forth in an invoice, payment for Products shall be made by credit card.  You must provide Core with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), or purchase order information as a condition to purchasing any Products.  Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not this Agreement to determine your rights and liabilities.  By providing Core with your credit card number and associated payment information, you agree that Core is authorized to immediately invoice you for all fees and charges due and payable to Core hereunder and that no additional notice or consent is required.  You agree to immediately notify Core of any change in your billing address or the credit card used for payment hereunder.

2.    Prices and Taxes.  Product prices shall be identified on the on-line order form at the time of your order placement (prices of Products saved in the shopping cart mechanism will be updated when you place your order if any price changes are applicable) and are in United States Dollars ($US).  Core may change Product prices at any time without notice.  The payments required under this Section do not include any Sales Tax that may be due in connection with the Products provided under these Terms.  If Core determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Core shall collect such Sales Tax in addition to the payments required under this Section.  If any Products, or payments for any Products, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Core, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Core for any liability or expense Core may incur in connection with such Sales Taxes.  Upon Core’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

ORDERING, SHIPPING, AND DELIVERY

We may refuse or cancel any order or limit any order quantity in our sole discretion, even after receiving your order. We may also require additional qualifying information prior to accepting or processing your order. While it is our practice to confirm orders by e-mail, your receipt of an e-mail confirmation does not constitute our acceptance of your order or our confirmation of an offer to sell a product or service.  We have no obligation to deliver any Products to you until we have confirmed receipt and acceptance of your order.

The actual delivery of your order can be impacted by many events beyond our control, and you agree we are not liable for late deliveries. Title to the products will pass to you upon delivery of the products to the carrier; however, risk of loss of, or damage to, the products will pass to you upon delivery of the products to you.

PRODUCT AND SERVICE AVAILABILITY

Core does not guarantee the availability, for sale or otherwise, of any Products depicted on the Site.  Product availability may be limited, and Products may not be available for immediate shipment at the time an order is placed.  Core reserves the right, without liability or prior notice, to revise, discontinue or cease to make available certain Products or to cancel any order.  Core may ship Products that have the functionality and performance of the Products ordered, but changes between what is shipped and what is described on the Core’s online specification any Site pages are possible. 

We make no representations as to the completeness, accuracy, reliability, validity or timeliness of any listings, descriptions or images (including, without limitation, any features and specifications such as weights and sizes) for any Products or services available through Core. Such information and the availability of any Product or service (including, without limitation, the validity of any coupon or discount) are subject to change at any time without notice. We make reasonable efforts to accurately display the attributes of Products, including the applicable colors, however the actual colors you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. It is your responsibility to understand and comply with all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the purchase, possession and use of any product or service.

COMPATIBILITY

Core’s Device currently only works with an iPhone® with iOS 12 or higher.

Android® support will be available in Spring of 2020.

You are solely responsible for determining the compatibility of the Device with any required equipment (e.g., ensuring that you are using a compatible mobile device). You agree that lack of compatibility does not constitute a defect giving rise to a claim under our Limited Product Warranty.

SOFTWARE, FIRMWARE AND SUBSCRIPTION LICENSE

To the extent the products ordered by you contain, consist of, or make available Core software, firmware or subscriptions in any form, such technology is licensed to you and not sold, and subscriptions are managed, in accordance with our Terms of Service.

LIMITATIONS ON LIABILITY

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, NEITHER CORE, ITS SUPPLIERS, DISTRIBUTORS, OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING CORE PRODUCTS AND SERVICES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE CORE PRODUCTS OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CORE OR ITS SUPPLIER, DISTRIBUTOR, RESELLER, OR LICENSOR, OR OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING CORE PRODUCTS AND SERVICES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL THE AGGREGATE, TOTAL LIABILITY OF CORE, OR ITS SUPPLIER, DISTRIBUTOR, RESELLER, OR LICENSOR, OR OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING CORE PRODUCTS AND SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE CORE PRODUCTS OR SERVICE EXCEED THE AMOUNTS YOU HAVE ACTUALLY PAID FOR YOUR APPLICABLE PURCHASE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CORE AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Changes to Our Terms of Service

Core reserves the right to make changes periodically to the Terms. If we ever decide to change our Terms, we will post changes on this page, and alert you by email prior to the changes taking effect.

Contact

If you have any questions regarding these terms, please contact us at support@hellocore.com.

DISPUTE RESOLUTIONPlease read the following arbitration agreement in this Section (“Arbitration Agreement.  Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Core and limits the manner in which you can seek relief from us. 

Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the any products sold or distributed through the Site, including the Products and Devices, or to any aspect of your relationship with Core, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Core may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Arbitration Agreement or any prior version of this Arbitration Agreement.  

Arbitration Rules and Forum.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim us Core Wellness, Inc. 660 4th Street, Box 645, San Francisco, CA 94107.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Core will pay them for you.  In addition, Core will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. 

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator.  The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Core.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us. 

Waiver of Jury Trial.  YOU AND CORE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Core are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  

Waiver of Class or Other Non-Individualized Relief.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of California.  All other claims shall be arbitrated. 

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to support@hellocore.com, within 30 days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your Core username (if any), the email address you used to set up your Core account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.    If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Severability. Except as provided herein, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Core.

Modification.  Notwithstanding any provision in these Terms to the contrary, we agree that if Core makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Core at the following address: Core Wellness, Inc. 660 4th Street, Box 645, San Francisco, CA 94107

GENERAL PROVISIONS.

Electronic Communications.  The communications between you and Core may take place via electronic means, whether you visit Site or send Core e-mails, or whether Core posts notices on Sites, or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from Core in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Core provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

Release.  You hereby release Core and its successors from claims, demands, any and all losses, damages, rights, and actions of personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Products, including Devices.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”  The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Core or for Core’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Products and Devices provided hereunder.

Assignment.  These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Core’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Force Majeure.  Core shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

Exclusive Venue.  To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Core agree that all claims and disputes arising out of or relating to these Terms will be litigated exclusively in the state or federal courts located in San Mateo County, California.

Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of CALIFORNIA, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to THESE TERMS.

Notice.  Where Core requires that you provide an e-mail address, you are responsible for providing Core with your most current e-mail address.  In the event that the last e-mail address you provided to Core is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms, Core’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Core at the following address: Core Wellness, Inc. 660 4th Street, Box 645, San Francisco, CA 94107  Such notice shall be deemed given when received by Core by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

Waiver.  Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability.  If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

Export Control.  You may not use, export, import, or transfer Products or Device except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Product(s) and/or Device, and any other applicable laws.  In particular, but without limitation, the Product(s) and Device may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Services, including the App and/or Device, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Products or Device, for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Core are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Core products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

ADDITIONAL TERMS MAY APPLY

Additional terms may apply to certain products or services. In the event that there is a conflict between these Terms and any additional terms, the additional terms will control.