Terms of Use

Thank you for visiting Primal Infusions & Wellness, P.L.L.C.’s (“Primal,” “us,” “our,” or “ours”) website and online platform at https://www.primalinfusionsandwellness.com/ (the “Website”). This page includes the terms under which you are a user (“you” or “your”) of the Website and may use the Website, so please read these Terms of Use carefully.

IMPORTANT NOTICE

Your use of our Website and any information including any links to any third party services provided through our Website are governed by these Terms of Use ("Terms") as well as our Privacy Policy. By using our Website you signify your assent to these Terms. If you do not agree to all of these Terms, do not use our Website. We may modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified Terms. Your continued use of our Website will mean you accept these modified Terms. Your use of our Website is subject to these Terms, in addition to our Privacy Policy (which may be reviewed through the link above or on the main page of the our Website). Please note that when you use third party applications, which may be linked through our Website you will be subject to such third party’s terms of service and you should review the same.

Nothing on this Website shall constitute an offer to provide services, a contract for services, or a warranty as to the performance of Primal’s services. Primal makes the information on this Website available for general information purposes only. If you wish to hire Primal for certain services, please contact us an agreement for such services will be proposed.

YOUR ACKNOWLEDGEMENT OF OUR RIGHTS

Ownership, IP. We are the owner of the Website. Our Website, and all information provided through it, and all derivatives shall be and remain the property of Primal or its licensors or suppliers. Information includes all information such as the "look and feel" of our Website, the data files, graphics, text, photographs, drawings, logos, images, sounds, music, video or audio files part of our Website. You shall have no rights or interests therein except as set forth in these Terms. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within our Website or the information provided therein.

No Advice. Neither Primal nor any of its directors, shareholders, officers, employees, agents or representatives, licensees or suppliers provide any advice as to the appropriateness or advisability of our Website. If you are concerned with the use of or dissatisfied with our Website, please immediately discontinue your use of our Website.

Availability. Primal reserves the right to ensure that our Website is available for use by all users and this may include either limiting excessive data use from a single user and/or automatically terminating a specific third party application when such application is determined to be inactive for a period of time.

No Warranty. The information provided through our Website is believed to be accurate, but neither we nor our licensees nor our suppliers warrant or guarantee such accuracy. THE INFORMATION AND OUR WEBSITE, INCLUDING WITHOUT LIMITATION ALL DOCUMENTATION FOR OUR WEBSITE, IS SUBJECT TO CHANGE WITHOUT NOTICE. OUR WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT PRIMAL HAS NO OBLIGATION FOR ANY ERRORS OR ANY WARRANTY, EXPRESS OR IMPLIED OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO OUR WEBSITE OR THE INFORMATION PROVIDED THROUGH OUR WEBSITE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRIMAL DISCLAIMS AND SHALL HAVE NO OTHER LIABILITY OR WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO OUR WEBSITE, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY UNDER THESE TERMS WILL BE SOLELY AS PERMITTED UNDER THESE TERMS. PRIMAL DOES NOT WARRANT OR REPRESENT THAT OUR WEBSITE, OR ANY INFORMATION PROVIDED ARE ACCURATE, ERROR-FREE OR RELIABLE OR THAT YOUR USE OF OUR WEBSITE, OR THE INFORMATION WILL NOT INFRINGE RIGHTS OF THIRD PARTIES. PRIMAL IS NOT RESPONSIBLE FOR COSTS OR ANY DAMAGES THAT RESULT FROM RELIANCE ON OR USE OF THE INFORMATION OR OUR WEBSITE. Some jurisdictions do not allow the exclusion of implied warranties, so this exclusion may not apply.

Copies. You shall have no right to make or use copies of the Website. Your access to our documentation is solely for your use with the Website. Without our prior express, written consent, you may not rent, lease, lend, sell, sublicense, assign, publish, copy, reproduce, distribute, transfer, upload, post, transmit or otherwise make available, in whole or in part, the Website, or any content, features or functionality contained on or provided through the Website to any third party for any reason.

RESTRICTIONS

Access Limitations. You shall be solely responsible for providing, maintaining and ensuring compatibility with our Website access requirements, all hardware, software, electrical or other physical requirements for your use of our Website, including without limitation, telecommunications and Internet service provider access, connections, links, web browsers or other equipment, programs and services required to access the internet or to use our Website. You acknowledge and agree that from time to time our Website may be inaccessible or inoperable for any reason, including without limitation: (i) equipment malfunctions, (ii) periodic maintenance or repairs; or (iii) other causes beyond our control. Additionally, because our Website is accessed via the Internet or a mobile carrier, you may have connection issues due solely to your own Internet or telecommunications service provider or other technological access requirements. We are not responsible for any third party access requirements (e.g. your ISP).

Restrictions. Except as otherwise permitted under these Terms, you shall not (and shall not assist any third party to):

Use our Website to access websites which risk the security or brand of our Website (for example, a website believed to spread malware) (NOTE: Primal reserves the right to block certain websites which it reasonably believes pose a risk to our Website);
Send spam or any other form of duplicative and unsolicited messages, other than marketing and promotional messages permitted under an organization's agreement with Primal, to any third party or other users using through our Website;
Harvest, collect, gather or assemble information or data regarding other users of our Website without their consent;
Transmit through or post on our Website unlawful, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material that may be harmful to minors;
Knowingly transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs;
Knowingly interfere with or disrupt the integrity or performance of our Website or the data contained therein or attempt to gain unauthorized access to our Website, computer systems or networks related to our Website;
Decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or derive any source code (or underlying ideas, algorithms, structure or organization) from our Website or from any other information by any means whatsoever;
Distribute, disclose or allow use of any of our Website in any format through any timesharing device, service bureau, network or by any other means, to or by any third party;
Violate the terms and conditions of these Terms;
Create Internet "links" to or from our Website, or "frame" or "mirror" any of our content which forms part of our Website; or
Modify or create a derivative work of our Website or any portion thereof.

THIRD PARTY SOFTWARE/APPLICATIONS; LINKS

Third Party Service Providers. You acknowledge that Primal contracts with our third party development, application and data hosting, wireless network services, payment processing, and other technology services providers to provide our Website functionality ("Third Party Providers"). For example, all user data is stored at computer data centers operated and maintained by our Third Party Provider. Primal is responsible for ensuring that our Third Party Providers abide by the these Terms. Primal is solely responsible for monitoring and supervising all necessary work of the Third Party Providers.

Links. Primal may include links on our Website to other websites or resources operated by third parties, including advertisers. Primal has not reviewed all of the sites linked to our Website and is not responsible for the content or accuracy of any off-site pages nor are we responsible for the availability of such external websites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content of such websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, products or services available on such external websites or resources. You are solely responsible for reviewing and comply with any privacy policies or terms of such third part websites.

LIMITATIONS ON LIABILITY

Limitations On Liability For Third Party Providers. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

YOU HAVE NO CONTRACTUAL RELATIONSHIP WITH ANY OF OUR THIRD PARTY PROVIDERS, INCLUDING OUR WIRELESS NETWORK SERVICES PROVIDERS AND THEIR AFFILIATES AND CONTRACTORS, AND THAT YOU ARE NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN PRIMAL AND ANY THIRD PARTY PROVIDER.
ALL OF OUR THIRD PARTY PROVIDERS AND THEIR AFFILIATES AND CONTRACTORS, SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO ANY USER, AND YOU HEREBY WAIVE AND DISCLAIM ANY AND ALL CLAIMS OR DEMANDS OF SUCH NATURE.
ANY THIRD PARTY PROVIDERS, INCLUDING ANY THIRD PARTY MOBILE APPLICATION STORE PROVIDERS, HAVE NO OBLIGATION FOR ANY WARRANTY, EXPRESS OR IMPLIED OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO OUR WEBSITE AND/OR INFORMATION PROVIDED THROUGH OUR WEBSITE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIRD PARTY PROVIDERS SHALL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO OUR WEBSITE AND/OR INFORMATION PROVIDED, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY UNDER THESE TERMS WILL BE SOLELY AS PERMITTED UNDER THESE TERMS.

Damage Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRIMAL OR ITS SUPPLIERS (WHICH INCLUDE THIRD PARTY PROVIDERS) OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, RESULTING FROM ANY LOSS OF USE, LITIGATION, OR ANY OTHER PECUNIARY LOSS, INCLUDING LOSS OF GOODWILL OR REPUTATION, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF OUR WEBSITE, WITH THE DELAY OR INABILITY TO USE OR WITH THE PROVISION OF OR FAILURE TO MAKE AVAILABLE OUR WEBSITE OR INFORMATION PROVIDED THROUGH OUR WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT NEITHER PRIMAL NOR ITS SUPPLIERS OR AGENTS ARE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THE WEBSITE. Any claims arising in connection with your use of our Website must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under these Terms are exclusive and are limited to those expressly provided for in these Terms. If you are dissatisfied with our Website, your sole and exclusive remedy shall be for you to discontinue use of our Website.

Bargained For Basis. You acknowledge and agree that the limitations of liability set forth above are fundamental elements of these Terms and neither the information nor our Website would be provided to you absent such limitations of liability.

MISCELLANEOUS PROVISIONS

Feedback. You assign to Primal all rights, title and interest in any feedback, innovations or suggestions sent by you to Primal regarding the attributes, performance or features of the Website or our services (“Feedback”). If for any reason such assignment is ineffective, you agree to grant Primal a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, and modify the Feedback without restriction.

Your Responsibility. You understand that you are solely responsible for (and that Primal has no responsibility to you or to any third party for) any breach of your obligations under these Terms and for the consequences (including any loss or damage which Primal may suffer) of any such breach.

Compliance with Law. You agree that you will not use our Website for activities prohibited by local, state, federal, or your country's law or other applicable rules or regulations. You represent and warrant that: (i) you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. Primal makes no claims regarding our Website outside of the United States. If you access our Website from outside the United States, you do so at your own risk and are responsible for compliance with laws of your jurisdiction.

Agreement. These Terms constitute the entire agreement and understanding between you and Primal with respect to the subject matter hereof and supersede all prior agreements, understandings, inducements and conditions expressed or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. These Terms shall be binding upon and inure to the benefit of you and Primal, our successors, and assigns. These Terms may not be assigned with our express, prior written consent which may be withheld at our sole discretion. Notices under these Terms shall be in writing and shall be deemed given when: (i) delivered personally or by respected international carrier; (ii) three (3) business days after the date sent by certified mail, postage prepaid with return receipt requested. Notices to Primal shall be made through our website.

Governing Law. These Terms and the resolution of any dispute related to the terms of these Terms or our Website shall be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to any principles of conflicts of law.

Arbitration; Collection; Venue. Except as provided below, any controversy or claim arising out of or relating to these Terms will be settled by arbitration in Becker County, Minnesota, at a time and location designated by the arbitrator. Arbitration will be conducted by the American Arbitration Association in accordance with its Rules of Commercial Arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will be selected from a panel of persons having experience with and knowledge of the third party administrator industry. Nothing herein contained will bar either party from seeking equitable remedies in a court of appropriate jurisdiction; in addition Primal reserves the right to bring any infringement of our intellectual property rights in a court of appropriate jurisdiction. Primal shall be entitled to decrees of specific performance (without posting bond or other security) in addition to such other remedies as may be available. If Primal successfully enforces these Terms under arbitration or court action, you must pay reasonable costs and expenses of the arbitration or other action, including reasonable attorney's fees and costs. Any legal action related to these Terms or our Website shall be brought in a state or federal court of competent jurisdiction sitting in Becker County, Minnesota (or as close thereto as possible if in federal court).

Class-Action Waiver; Jury Waiver. You agree that any claims or proceedings brought by you relating to our Website will be conducted on an individual basis, and not on a class-wide, collective, or representative basis, and that any one person’s claims or proceedings may not be consolidated with any other claims or proceedings. You will not sue Primal as a class plaintiff or class representative, join as a class member, or participate as an adverse party in any way in a class-action lawsuit against Primal. Nothing in this paragraph, however, limits your right to file a claim as an individual plaintiff. You expressly waive your right to a trial by jury related to our Website which are the subject of these Terms and all of your claims are subject to mandatory arbitration as noted above. In order to effect service of process on Primal, please contact the Minnesota Secretary of State to obtain the name of the registered agent and the registered office address that is on file with the Secretary of State for Primal.

No Waiver; Severability. Primal’s failure to insist upon strict enforcement of any provision(s) of these Terms shall not be construed as a waiver of any provision or right. Should any provision of these Terms be held invalid or unenforceable, such invalidity will not invalidate the whole of these Terms, but rather that invalid provision will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of these Terms will remain in full force and effect.

Right to Modify. Please note that Primal reserves the right to modify these Terms and your continued use of our Website after the date of this change will mean you are subject to such modified Terms. If you do not agree to these changes, do not use our Website.

Contact. You may contact us at:

Primal Infusions & Wellness, P.L.L.C.

makylawendroth@primalinfusionsandwellness.com

641.691.8874

Last revised: January 30, 2024.