Simple Distributing, LLC and its authorized business partners, affiliates, owners, and agents (collectively, “SD”) welcomes you to its website, CellularHydration.com (the “Site”). These Site Terms and Conditions of Use (“Terms”) constitute a legally binding agreement (“Agreement”) between SD and you, whether personally or on behalf of an entity you represent (“You”), so please read them carefully.
If You do not agree to be bound by all of the foregoing, and otherwise with these Terms and Conditions of Use, You may not use this Site or purchase any products from this Site. The right to purchase items from the Site is solely for personal use and not for any commercial use, or use on behalf of any third party, except as explicitly permitted in writing by SD in its sole discretion.
For purposes of this Agreement, “co-branding” means to display a name, logo, or trademark, in such a manner as is reasonably likely to give a user the impression that such party has the right to display, publish, or distribute this site or content accessible within this site. Further, You may not use SD’s Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials, content, or information through any means not intentionally made available or provided for through the Site.
III. INTELLECTUAL PROPERTY
Trademarks, service marks, logos, and copyrighted works (including the collection and arrangement of content) appearing in this Site (the “Intellectual Property”) are the property of SD or the party that provided the Intellectual Property to SD through a license or similar permissive use. Except as provided in this Agreement, SD does not grant You any express or implied right to any patents, trademarks, copyrights, or trade secret information and You acknowledge and agree that You will not display, disseminate, distribute, or use the Intellectual Property.
In accordance with the Limited Liability section of this Agreement, as part of the use of this Site, You further agree not to bring any claim against SD, its owners, members, officers, directors, employees, agents, sponsors, affiliates, third party content providers, licensors, licensees or the like for any claim of intellectual property infringement.
SD has not reviewed Linked Sites and is not responsible for the content of those sites. The fact that SD has provided a link to a website is not an endorsement, authorization, sponsorship, or affiliation with respect to such website, its owners, or its providers. SD makes no representations or warranties about the content, completeness or accuracy of these Linked Sites. Linked Sites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions, and other provisions that differ from the provisions provided on this Site. SD is not responsible for such provisions and expressly disclaims any and all liability related to such provisions.
This Site and the information, content, and materials on this Site are provided on an “as is,” “where is,” and “where available” basis. SD makes no representations or warranties of any kind, express or implied, as to the operation of the Site, or to the content, information, or the materials on this Site. SD expressly disclaims all warranties of any kind, express or implied, to the fullest extent permissible under applicable law, with respect to any of the materials, content, or information on this Site or Your use of this Site generally, including warranties of merchantability, accuracy of information, quality, title, fitness for a particular purpose, and non-infringement.
You, and on behalf of Your agents, attorneys, employees, predecessors-in-interest, successors-in-interest, partners, associates, members, officers, directors, affiliates, subsidiaries, associations, shareholders, trusts, trustees, heirs, executors, assigns, and transferees, hereby fully release, discharge, waive, and absolutely forgive SD, and its owners, members, officers, directors, employees, agents, attorneys, predecessors-in-interest, successors-in-interest, business partners, associates, suppliers (including, without limitation, Three Ways Better, LLC and other suppliers or makers of the products sold on the Site), affiliates, subsidiaries, associations, shareholders, trusts, trustees, heirs, executors, assigns, and transferees (collectively, the “SD Indemnified Parties”), from any and all lawsuits, demands, controversies, disputes, actions, causes of action, rights to accountings, fees, invoices, billings, proceedings, obligations, debts, liabilities, costs, disbursements, expenses, attorneys’ fees, damages and other claims of whatever character, nature and kind, in law or in equity, past, present or future, known nor unknown, joint or several, suspected or unsuspected, arising from or relating to Your use of the Site and/or any works obtained therefrom (collectively, “Claims”). You covenant not to sue with respect to any Claim subject to the foregoing release, discharge or waiver.
You understand that SD cannot and does not guarantee or warrant that files available on the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for accuracy of data input and output, and for maintaining a means external to this Site for any reconstruction of any lost data. SD does not assume any responsibility or risk for Your use of the Internet.
The foregoing limitation applies to claims based on warranty, contract, tort (including negligence), liability, or any other legal theory. Some jurisdictions do not allow limiting liability for certain damages. In such jurisdictions, the SD Indemnified Parties’ liability shall be limited to the extent permitted by law. In no event will the collective liability of the SD Indemnified Parties to any party (regardless of the form of action, whether in contract, tort, or otherwise) exceed the greater of $50 or the amount You have paid to SD for the applicable good or service out of which liability arose.
You agree to indemnify, defend, and hold harmless the SD Indemnified Parties from and against all claims and expenses, including reasonable attorneys’ fees, arising out of, or related in any way, to Your user-submitted content, use of the Site, violation of this Agreement, violation of any law or regulation, or violation of any proprietary or privacy right. This includes, but is not limited to, defense and indemnification of SD for any unlawful or unpermitted uploading of any information by a user. This indemnification shall survive any termination or suspension of Your use of this Site.
You may be able to post reviews, comments, photos, videos, other content, and submit suggestions, ideas, questions, or other material or information (collectively, “User-Submitted Content”) to the Site so long as the User-Submitted Content complies with our restrictions and guidelines provided in this section. All User-Submitted Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such user content originated. This means that You, and not SD (or any of the SD Indemnified Parties), are entirely responsible for all user-submitted content that You upload, post, e-mail, or otherwise transmit via this Site.
By submitting any user-submitted content, You represent and warrant that:
You further agree and warrant that You shall not submit any content:
SD reserves the right, but does not have the obligation, to monitor and edit or remove User-Submitted Content. SD takes no responsibility and assumes no liability for any User-Submitted Content posted by You or any third party.
If You post or submit User-Submitted Content, you grant SD a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such User-Submitted Content throughout the world in any media for any purpose including, but not limited to, commercial marketing, compliance with laws and requests by governmental or regulatory agencies, and to protect or defend SD’s rights or property. You also grant SD and its sublicensees the right to use the name, image, and likeness that You submit in connection with such User-Submitted Content.
SD’s termination of Your use or access to this Site shall in no way terminate any provision hereunder which, by its nature, would survive such termination of access or termination of this Agreement, including, but not limited to, Sections III and V through XVII.
XII. CONTROLLING LAW, JURISDICTION, AND INTERNATIONAL USERS
This Agreement is governed by and shall be construed in accordance with the laws of the State of Michigan without reference to its conflicts of laws provisions. You specifically consent to personal jurisdiction in Michigan in connection with any dispute between You and SD arising out of this Agreement, use of this Site, or pertaining to the subject matter hereof. You agree the exclusive venue for any dispute between SD and You arising out of this Agreement or Your use of this Site will be in the state and federal courts in Oakland County, Michigan or the United States District Court for the Eastern District of Michigan, as appropriate.
SD makes no representation that the materials are appropriate or available for use outside the United States. This Site is for residents of the United States only. This Site is not intended for use by, or to provide any information to, users outside of the United States. SD reserves the right to require proof of residence from any user accessing the Site and requesting information. You agree to comply with all laws and regulations applicable to Your use of this Site.
XIII. ENTIRE AGREEMENT, SEVERABILITY, AND WAIVER
This Agreement constitutes the entire agreement between SD and You with respect to this Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between You and SD with respect to this Site. If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. Any failure by SD to enforce any provision of this Agreement shall not constitute a waiver of any rights under such provision or any other provision of this Agreement.
XIV. MODIFICATIONS TO AGREEMENT
SD may revise this Agreement at any time and You agree to be bound by the revised Agreement. Any such modifications will become effective upon the date they are first posted to this Site. It is Your responsibility to return to this Agreement from time to time to review the most current Terms and Conditions of Use and other applicable policies. SD does not, and will not, assume any obligation to notify You of changes to this Agreement.
You agree to be bound by any affirmation, assent, or agreement You transmit through this Site, including but not limited to any consent You give to receive communications from SD solely through electronic transmission. You agree that, when in the future, You click on an “I agree”, “I consent” or other similarly worded button or entry field on this Site, Your agreement or consent will be legally binding and enforceable and the legal equivalent of Your handwritten signature.
You are prohibited from using any services or facilities provided in connection with this Site to compromise security or tamper with system resources or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If You become involved in any violation of system security, SD reserves the right to release Your details to system administrators at other sites or law enforcement authorities to assist them in resolving security incidents. SD reserves the right to investigate suspected violations of this Agreement.
SD reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing SD to disclose the identity of anyone posting, publishing or otherwise making available any materials that are believed to violate this Agreement. BY ACCEPTING THIS AGREEMENT, YOU WAIVE, INDEMNIFY, AND HOLD HARMLESS SD FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SD DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SD OR LAW ENFORCEMENT AUTHORITIES.
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Notwithstanding the foregoing, any additional terms and conditions set forth in other policies on this Site will further govern the specific items and subject matter to which they pertain.