Privacy Policy & Terms of Use

Effective Date: 6.6.2022

Day Three Labs Inc. (“Day Three Labs” or “we,” “us” or “our”) respects your privacy. This Privacy Policy (“Policy”) describes how we collect, use, protect and disclose your Personal Data in connection with your use of our website, www.daythreelabs.com, along with the features, functionalities, applications, browser extensions and other services available through our website (collectively, our “Website”).

Please read this Policy carefully. If you do not want us to collect, use or disclose your Personal Data in the ways described in this Policy, please do not access, interact with or use our Website, provide us with your Personal Data or authorize any third party to make your Personal Data available to us. By accessing, participating in, interacting with or using our Website, you acknowledge that you understand that we may use your Personal Data as described in this Policy. If you have any questions about how we collect, use, protect or disclose your Personal Data in connection with our Website, please contact us by filling out the contact form on our Website at daythreelabs.com. 

PERSONAL DATA AND OTHER INFORMATION WE COLLECT

Our primary goals in collecting Personal Data are to conduct our business operations and improve our Website. 

When we refer to “Personal Data” in this Policy, we mean information that identifies, relates to, describes or is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, to a specific person. This might be information that directly identifies someone, such as their name, or it may be information that identifies someone only when combined with other information available to us. Please note, except as provided under applicable laws, Personal Data does not include information that is publicly available through government records or information that has been deidentified or aggregated in a way that it cannot be used to identify a specific individual.

Categories of Personal Data We Collect

Depending on how you access, use or otherwise interact with our Website, we, or third parties acting on our behalf, may collect the following categories of Personal Data about you: 

• Identifiers and contact information, such as your real name, alias, email address, telephone number, postal address, physical address, unique personal identifier, online identifier, IP address and other similar information;
• Internet and other similar network activity information, such as your browsing history, search history, interactions with our Website and online advertisements and other similar information;
• Communication information, such as information contained in voicemails, chats, emails, and other similar information; and 
• Other information you provide to us.

Other Information We Collect

We, or third parties acting on our behalf, may collect certain information about the device you use when you interact with our Website through the normal operation of our Website and through the use of cookies, pixels, and other web technologies on our Website (collectively, “Usage Data”). Usage Data, by itself, generally does not identify the specific person using the device that generated it. This means that Usage Data usually will not be considered Personal Data and our use of such Usage Data is not subject to this Policy unless required pursuant to applicable law. However, if we link Usage Data directly with other Personal Data or other information that could identify you, we will treat the linked Usage Data as Personal Data and use the linked Usage Data as described in this Policy.

Depending on how you access, interact with or use our Website, the Usage Data that we, or third parties acting on our behalf, may collect may include:

• Device information, such as the IP address, general geographic location, operating system, browser type, language preferences, mobile phone number, device identifier and other similar information associated with a device used to access, use, or interact with our Website;
• Information about online interactions with our Website, such as links that are clicked, pages or screens that are viewed, access and session times, interactions with emails we send and other similar information associated with a device used to access, use, or interact with our Website;
• Information about internet and network activity, such as websites visited, search engine results and similar information associated with a device that accesses, interacts with or uses our Website;
• Other information automatically collected by cookies and other technologies on our Website; and
• Any other information that a browser or device automatically sends whenever connected to a website or an online application.

HOW WE COLLECT PERSONAL DATA

A large portion of the Personal Data we, or third parties acting on our behalf, collect is collected directly from you. In some cases, we may collect Personal Data from third parties in the ways described in this Policy.

Directly from You 

When you access, use or otherwise interact with our Website, or otherwise engage with us in connection with our Website, such as requesting more information about us, we may ask you to provide certain Personal Data. 

From Third Parties

We, or third parties acting on our behalf, may collect Personal Data about you from third parties, including, without limitation, online and offline sources, entities affiliated with us, our service providers, social media Websites, advertising networks and other public or commercial sources (collectively, “Third Party Sources”). The collection of Personal Data from these Third Party Sources can occur in a variety of ways, including, without limitation:

• We, or third parties acting on our behalf, may receive Personal Data about you from third parties that provide services to us through or in connection with the performance of our Services or the operation of our Website (“Service Providers”). Service Providers may include, without limitation, hosting providers.

Please note, we may combine the Personal Data and other content and information we receive about you from multiple sources, including, without limitation, Personal Data we collect directly from you and one or more Third Party Sources.

HOW WE COLLECT USAGE DATA

We, and third parties acting on our behalf, collect Usage Data in a variety of ways. Some Usage Data, such as the IP address of a device attempting to access, use or interact with our Website, is necessary for us to make certain portions of our Website available. Other Usage Data, such as information about which features of our Website are popular, helps us improve and advertise our Website. This section describes the primary ways Usage Data is collected in connection with our Website.

• The systems we use to make our Website available to you. When you access, use, or interact with our Website, these systems automatically record certain information that your browser or device sends whenever you visit a website or utilize an online application as well as information about how long your device is connected to our Website and the activities that device engages in while connected.
• Cookies, which are small data files that are uploaded to the hard drive or other storage on devices that access, use, or interact with portions of our Website. Among other things, cookies help us improve our Website and our users’ experience. We use cookies to see which areas and features are popular and to understand usage of our Website. We use first party cookies, served directly by us to the devices that access our Website, to recognize those devices when they revisit. For instance, we use first party cookies so we can keep items in your shopping card, even after if you click away from that page. We also use third party cookies, which are cookies that are placed by other parties we work with. These third parties may upload unique cookies to your device to collect information about your use of our Website and potentially other online activities you engage in over time across different Website and other online applications. The Options/Settings section of most internet browsers will tell you how to manage cookies and other technologies that may be uploaded to your device, including how to disable such technologies. You can disable our cookies, or all cookies, through your browser settings, but please note, disabling cookies may impact some of the features of our Website and prevent them from operating as intended. You can learn more about cookies, including how to see what cookies have been uploaded to your device and how to manage and delete them, by visiting https://www.allaboutcookies.org/.
• Other tracking technologies, such as web beacons, clear gifs, and pixel tags. These technologies may be used on or in connection with our Website, including, without limitation, in emails we send. We may use these technologies to deliver cookies, count visits, understand usage, and observe data on email delivery, open rates, click rates, bounces, unsubscribes and other information.
• We may use tracking solutions provided through certain Third Party Services on our Website, including without limitation, Google Analytics, a web analytics service provided by Google, Inc. (“Google”), to assist us in understanding how our Website is used. Google Analytics will place cookies on your computer or mobile device that will generate information that we select about your use of the Website, including your computer’s or mobile device’s IP address. That information will be transmitted directly to and stored by Google. The information will be used for the purposes of evaluating use of our Website, compiling reports on activity on our Website for our use and providing other services relating to activity on, and usage of, our Website. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google’s behalf. You may refuse the use of cookies by selecting the appropriate settings on your browser. Please note that by doing so, you may not be able to use the full functionality of our Website. The use of cookies by Google Analytics is covered by Google’s privacy policy, available at https://policies.google.com/privacy. Google allows you to opt out of Google Analytics. You may opt-out by visiting https://tools.google.com/dlpage/gaoptout. 
• Please note, we have not yet developed a response to browser “Do Not Track” signals, and do not change any of our data collection practices when we receive such signals. We will continue to evaluate potential responses to “Do Not Track” signals in light of industry developments or legal changes.

HOW WE USE PERSONAL DATA

We use Personal Data for various purposes, including to operate and improve our Website and conduct our business operations. The primary purposes for which we use Personal Data are:

• Non-Marketing Purposes – we may use the Personal Data we, or third parties acting on our behalf, collect for non-marketing purposes, including: (1) operating and improving our Website; (2) validating your identity; (3) carrying out our obligations and enforcing our rights arising from any contracts we have entered into, including, without limitation, any contracts between you and us; (4) sending you emails to provide you with alerts and updates about your engagement with our Website; (5) conducting statistical or demographic analysis; (6) complying with legal and regulatory requirements; (7) customizing your experience with our Website; (8) protecting and defending Day Three Labs against legal actions or claims; (9) preventing fraud; (10) satisfying contractual obligations; (11) cooperating with law enforcement or other governmental agencies for purposes of investigations, national security, public safety or matters of public importance when we are legally required to do so or believe that disclosure of Personal Data is necessary or appropriate to protect the public interest; (12) those purposes in which you authorize or instruct us to use your Personal Data; and (13) other business purposes permitted under applicable law.
• Marketing Purposes – we may, either on our own or jointly with our third party marketing partners (“Marketing Partners”), use the Personal Data we, or third parties acting on our behalf, collect for marketing purposes, including notifying you of special promotions, opportunities, offers and events via push notifications, e-mail and other means, all subject to our compliance with applicable laws (“Marketing Purposes”). We may also link Personal Data (including your name, mobile phone number, and email address) with other information (including information we automatically collect as described in this Policy) and use such linked information for Marketing Purposes. 

We will not collect additional categories of Personal Data or use the Personal Data we, or third parties acting on our behalf, collect in connection with our Website for materially different, unrelated or incompatible purposes without providing you notice.

SHARING PERSONAL DATA WITH THIRD PARTIES

To operate our Website, we may share certain Personal Data that we, or third parties acting on our behalf, have collected, with certain third parties. The third parties that we may share Personal Data with include:

• Our Service Providers in connection with the services they provide to us, including, without limitation, order fulfillment, marketing, data hosting, payment processing and fraud protection and prevention. Please note, we use Shopify, Inc. as our payment processor and, therefore, do not retain any financial information such as credit card numbers, used to process your order. Rather, all such information is provided directly to Shopify. Use of the information Shopify collects from and about you is governed by their privacy policy, which may be viewed at https://www.shopify.com/legal/privacy. 
• Our Marketing Partners to facilitate the delivery of targeted ads, promotions and offers to you, on our behalf, on and off our Website.
• In the event of a merger, acquisition, bankruptcy or other sale of all or a portion of our assets, we may transfer or allow third parties to use information owned or controlled by us, including Personal Data. We reserve the right, in connection with these types of transactions, to transfer or assign your Personal Data and other information we, or third parties acting on our behalf, have collected to third parties or to authorize such third parties to use any such information. Except as ordered by a bankruptcy or other court, the use and disclosure of all transferred Personal Data will be subject to this Policy. However, any Personal Data you submit or that is collected after this type of transfer may be subject to a new privacy policy adopted by the successor entity.
• Government and law enforcement individuals or private parties where necessary to enforce and comply with the law. To the extent permitted under applicable law, we may disclose any Personal Data and other information to government or law enforcement officials or private parties as we believe is necessary or appropriate to investigate, respond to and defend against legal claims, for legal process (including subpoenas), to protect our property and rights of those of a third party, to protect us against liability, for the safety of the public or any person, to prevent or stop any illegal, unethical, fraudulent, abusive or legally actionable activity, to protect the security and integrity of our Website and any equipment used to make our Website available or to comply with applicable laws.

• Any third party to whom you consent and/or instruct us to provide your Personal Data.

HOW TO MANAGE YOUR PERSONAL DATA

We offer you several choices with respect to how we use your Personal Data. 

• To update any Personal Data you have provided us, update your preferences or otherwise contact us about our use of your Personal Data, please contact us through the form on our Website at daythreelabs.com.
• For marketing and other promotional email communications you receive from us, you can opt-out of receiving such communications by following the unsubscribe instructions contained in most email messages from us. Your unsubscribe request or email preference changes will be processed promptly, though this process may take several days. During that processing period, you may receive additional marketing and other promotional emails from us. Please note, opting out of these communications will only apply to marketing and other promotional emails and will not apply to any email or other communications we send you for non-marketing purposes, including, but not limited to, emails and other communications about your orders and other interactions with our Platform. 

PROTECTING YOUR PERSONAL DATA

We are committed to protecting the security of your Personal Data. We use commercially reasonable safeguards to maintain the security and privacy of Personal Data we collect and use in connection with our Website. Nevertheless, when disclosing Personal Data, you should remain mindful that there is an inherent risk in the transmission of information via the internet and mobile Websites. Although we take precautions to protect against the risk of unauthorized access to your Personal Data, we cannot guarantee the security of any information, including your Personal Data, that you disclose online and you do so at your own risk.

RETENTION OF PERSONAL DATA

We reserve the right to retain any Personal Data as long as it is needed to: (1) fulfill the purposes for which we collected the Personal Data; and (2) comply with applicable law.

CHILDREN’S PRIVACY

We do not direct or target any piece of our Website to children under the age of 13. If we learn that we have collected the Personal Data of anyone under the age of 13, we will take appropriate steps to delete this information. If you are a parent or guardian of someone under the age of 13 and discover that your child has submitted Personal Data to us, please contact us through the form on our Website at daythreelabs.com. We will make reasonable efforts to remove such information from our databases.

CALIFORNIA PRIVACY RIGHTS  

If you are a California resident, under California’s Shine the Light Law (California Civil Code Section 1798.83) you have the right to request the following information regarding our disclosure of your Personal Data to third parties for direct marketing purposes: (1) the categories of Personal Data we disclosed to third parties for their direct marketing purposes during the preceding calendar year; (2) the names and addresses of the third parties that received the information; and (3) if the nature of the third party’s business cannot be determined from their name, examples of the products or services they marketed. This information may be provided in a standardized form that is not specific to you.

You are permitted to obtain this information from us once a year, free of charge. To make such a request, please submit your request in writing to:

Day Three Labs, Inc. 

Attn: CA Privacy Rights Request

3215vTejon St. Apt. 511

Denver, Colorado, 80211

USA

CHANGES AND UPDATES TO THIS POLICY

Because the methods used to protect your Personal Data and our business operations are continually evolving, this Policy may change at any time. Unless otherwise noted, those changes will be effective as soon as they are posted. If changes are made to this Policy, we will make it known on our Website or by email and will indicate the last date it was updated above. Please check back periodically to see if our Policy has been updated. 

Your continued use of our Website after any changes to this Policy become effective, constitutes your continued acknowledgement that you understand that we may continue to use your Personal Data as described in this Policy. 

Note: Our cannabis manufacturing and R&D are performed through our subsidiary, DTLM.

CONTACT US

We welcome your questions, comments, and concerns about privacy. Please submit any questions or feedback you have pertaining to our privacy practices to us through the form on our Website at daythreelabs.com.

Terms of Use

6.6.2022

INTRODUCTION

These Terms of Use (“Terms”) apply to Day Three Labs Inc. (“Day Three Labs” or “we,” “us” or “our”) website, www.daythreelabs.com the features, functionalities, applications, browser extensions and other services available through our website; and the purchase and sale of products through our website (collectively, our “Website”). By accessing or using our Website in any way, including, without limitation, submitting anything to us through or in connection with our Website, you agree to read, comply with, and be legally bound by: (1) these Terms; (2) any additional terms and conditions, agreements, or policies published on the Website or otherwise applicable to your use of the Website (the “Rules”); and (3) any agreements between us and a third party on whose behalf you access our Website (“Customer Agreements”). These Terms, the Rules and Customer Agreements are collectively referred to in these Terms as the “Agreements”.

REVIEW THESE TERMS CAREFULLY. BY ACCESSING OR USING OUR WEBSITE (IN WHOLE OR IN PART), YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT ELIGIBLE TO ACCESS OR USE OUR WEBSITE (IN WHOLE OR IN PART). FURTHER, IF YOU ARE NOT ELIGIBLE TO USE OUR WEBSITE PURSUANT TO ANY OF THE OTHER AGREEMENTS, YOU ARE NOT PERMITTED TO ACCESS OR USE OUR WEBSITE AS EXPLAINED IN THOSE AGREEMENTS.

REVIEW THESE TERMS CAREFULLY. THESE TERMS ARE A LEGALLY BINDING CONTRACT BETWEEN YOU AND DAY THREE LABS.

1. ACCEPTANCE AND APPLICABILITY OF AGREEMENTS
   1.1. Acceptance of Agreements. By using the Website and/or acknowledging that you have read and agree to any Agreement, you are agreeing to comply with such Agreements. If you fail to comply with any of the applicable Agreements, we may terminate your ability to use the Website. Without limiting the foregoing, the Website is intended for people 18 years of age or older. By accessing the Website, you represent to us that: (1) you are 18 years of age or older; (2) you are legally able to enter into contracts; and (3) you are not a person barred from receiving or using the Website under federal, state, local or other laws.
   1.2. Changes to Terms. We may update or modify these Terms from time-to-time without providing notice to you by posting a revised version of these Terms on our Website. You can review the most current version of these Terms at any time by clicking on the “Terms and Conditions” link on our website. By using the Website after any modification of these Terms, you agree to be bound by such modification(s).
   1.3. Changes to Terms. We may update or modify these Terms from time to time, without limitation by posting a revised version of these Terms on our Website and by publishing a general notice of such changes on our Website. You can review the most current version of these Terms at any time by clicking the Terms of Use link on our Website. By accessing or using our Website after we have provided such notice, you agree to be bound by such modifications.
   1.4. Our Rights. We have the right, but not the obligation, to take any of the following actions in our sole discretion without providing any prior notice to you and without liability to you or any third party:
   (a) change or terminate all or any part of our Website;
   (b) restrict or terminate your access to all or any part of our Website;
   (c) refuse, move, or remove anything that is available on our Website; or
   (d) deny access to our Website to anyone at anytime in our sole and absolute discretion.
   1.5. Conflicts. In the event of any conflicts between these Terms and the Agreements, unless otherwise specified in the Agreements, these Terms shall control.
   2. ACCESS TO AND USE OF OUR WEBSITE

2.1. Acceptable Use. Your access to and use of our Website must comply with the following (the “Acceptable Use Restrictions”):
(a) You are only allowed to access and use our Website for its intended purposes, as determined by us in our sole discretion.
(b) You are prohibited from: (1) reformatting or framing any portion of our Website; (2) using any device, software, or procedure that interferes with, or attempts to interfere with, the normal operation of our Website; (3) taking any action that imposes, or may impose, as determined by us in our sole discretion, an unreasonable or disproportionately large load on our information technology infrastructure; (4) modifying, adapting, disassembling, decompiling, translating or reverse engineering any portion of our Website or otherwise attempting to reconstruct or discover any source code or underlying ideas, algorithms, file formats, or programming interoperability interfaces of our Website; (5) disrupting or otherwise interfering with our Website or the networks or servers we use; (6) impersonating any person or entity or misrepresenting your connection or affiliation with a person or entity; (7) collecting or storing, or attempting to collect or store, personal information about other users of our Website, except as expressly permitted under the Agreements; (8) engaging in any activity that is illegal under federal, state, local, or other laws; (9) creating a false identity on our Website; (10) releasing to any third party information related to your access to or use of our Website for purposes of monitoring our Website’s availability, performance, or functionality, or for any other benchmarking or competitive purposes without our prior written approval; (11) copying our Website, except as expressly permitted under the Agreements; (12) accessing or using our Website in a service bureau or time-sharing environment (including, without limitation, accessing our Website to provide third parties a service consisting solely of the collection and entry of data and other information on our Website); (13) selling, assigning, transferring, sublicensing, pledging, renting, or otherwise sharing your rights under this Agreements; (14) creating any derivative works based on our Website; (15) modifying, obscuring, or removing any proprietary notices on our Website or copies thereof; and (16) harassing, annoying, intimidating or threatening any of our employees or agents engaged in providing any portion of the our services to you.
2.2. Compliance with Applicable Laws. You certify that you will comply with all applicable laws (e.g., federal, state, local, and other laws) and the Agreements when accessing or using our Website. Without limiting the foregoing, by accessing or using our Website, you represent and warrant that: (1) 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 (2) you are not listed on any U.S. Government list of prohibited or restricted parties. If you access or use our Website outside the United States, you are solely responsible for ensuring that your access to and use of the Website in such country, territory, or jurisdiction does not violate any applicable laws. We reserve the right, but have no obligation to, in our sole discretion, monitor where our Website is accessed from, and the right, but not the obligation, to block or otherwise restrict access to our Website, in whole or in part, from any geographic location.
2.3. Mistakes or Errors. Without limiting anything set forth in the Agreements, you acknowledge and agree that under no circumstances will we be responsible for any loss, damage or liability arising out of any mistakes or other errors made by you as a result of your access to or use of our Website.
2.4. Links to Other Websites. Our Website may include links to other websites (e.g., sponsors’ and/or advertisers’ websites) or services solely as a convenience to you. You acknowledge and agree that we are not responsible for the availability of such external sites or resources and that we do not endorse and are not responsible or liable for any such linked sites or other information, material, products or services contained on or accessible through other linked sites. Furthermore, we make no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through linked sites, unless otherwise provided in the Agreements. Your access to and use of linked sites, including information, material, products and services on linked sites or available through linked sites is solely at your own risk.
3. PERSONAL INFORMATION AND FEEDBACK
3.1. Personal Information. By accessing or using our Website, you acknowledge and understand that we may collect, use, disclose, transfer, and share your personal information. This may include, but is not limited to, sharing information with companies other than Day Three Labs as described in our Privacy Policy, available at daythreelabs.com. The Privacy Policy may be updated from time to time, so please review it regularly. If you do not agree with the collection and use of personal information as described in the Privacy Policy, please stop using our Website and terminate your access to our Website.

3.2. Feedback. By submitting ideas, suggestions, documents, proposals, products, and/or technologies (“Ideas” or “Innovations”) to us in any way, you acknowledge and agree that: (1) your Ideas and/or Innovations do not contain confidential or proprietary information; (2) we are not under any obligation of confidentiality, express or implied, with respect to the Ideas and Innovations; (3) we shall be entitled to disclose (or choose not to disclose) such Ideas and Innovations for any purpose and in any way; (4) we may have something similar to the Ideas and Innovations already under consideration or in development; (5) your Ideas and Innovations which are not subject to a patent, automatically become our property without any obligation to you; and (6) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.
4. OWNERSHIP AND LICENSE
4.1. Ownership. All rights, title and interest in and to our Website, including, but not limited to, all of the software and code that comprise and operate our Website, and all of the text, photographs, illustrations, images, graphics, audio, video, URLs and other materials provided through our Website are owned by us or third parties who have licensed their content to us. Our Website is protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws. In addition, the entire Website is a collective work under U.S. and international copyright laws and treaties, and we own the copyright in the selection, coordination, arrangement and enhancement of our Website.
4.2. Marks. The Day Three Labs names and logos (including, but not limited to, those of its affiliates), all product and service names, all graphics, all button icons, and all trademarks, service marks, and logos appearing within our Website, unless otherwise noted, are trademarks (whether registered or not), service marks, and/or trade dress of Day Three Labs (collectively, “Our Marks”). All other trademarks, product names, company names, logos, service marks, and/or trade dress (collectively, “Other Marks”) mentioned, displayed, cited, or otherwise indicated within our Website are the property of their respective owners. You are not authorized to display or use Our Marks in any manner without our prior written permission. You are not authorized to display or use any Other Marks that appear on our Website without the prior written permission of the applicable third party.
4.3. Limited License. Subject to your acceptance of, and compliance with, the Agreements, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use our Website in a manner that is consistent with the Agreements and our Website’s intended purpose(s). You obtain no rights in our Website except to use it in accordance with the Agreements. Without limiting the generality of the foregoing, you shall not access or use our Website in violation of the terms set forth in any of the Agreements, including, without limitation, the Acceptable Use Restrictions set forth in these Terms (collectively, “Prohibited Activities”). You will be solely liable for any damages, costs or expenses arising out of or in connection with your commission of any Prohibited Activity. You shall notify us immediately upon becoming aware of the commission by any person of a Prohibited Activity and shall provide us with reasonable assistance upon our request with any investigations we may conduct in connection with any such Prohibited Activity.
5. TERMINATION
5.1. Right to Terminate. Subject to the terms set forth in the Agreements, in addition to, and not in lieu of, any of our other rights set forth in these Terms, we reserve the right, with or without notice and in our sole discretion, to terminate these Terms, your account, and/or your ability to access or use our Website for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms, or in the case of any activity by you that may harm us or other users, including, but not limited to, fraud, abuse of privileges, or misuse of our Website. You agree that we will not be liable to you or any third party for any such termination.
5.2. Effects of Termination. If we exercise our termination rights available under the Agreements, your license to access and use our Website shall immediately terminate and you must discontinue all access to and use of our Website affected.
5.3. Fraudulent Activity. If we suspect that you are engaging in any fraudulent, abusive, or illegal activity, we may refer such matter to appropriate law enforcement authorities.
5.4. Survival. The provisions of these Terms which by their nature are intended to survive the termination or cancellation of these Terms shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions of these Terms regarding indemnity and limitations of liability shall survive the termination or cancellation of these Terms.
6. DISCLAIMERS
6.1. Disclaimer of all Warranties.
(a) OUR WEBSITE – INCLUDING, BUT NOT LIMITED TO, ANY SOFTWARE COMPRISING ANY PORTION OF OUR WEBSITE – IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED RELATING TO OUR WEBSITE INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE FURTHER EXPRESSLY DISCLAIM THAT OUR WEBSITE WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, WORMS OR OTHER HARMFUL SOFTWARE OR HARDWARE.
(b) YOU HEREBY ACKNOWLEDGE THAT OUR WEBSITE MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF OUR WEBSITE AND/OR TELECOMMUNICATIONS INFRASTRUCTURE, OR DISRUPTION. THEREFORE, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF OUR WEBSITE CAUSED BY SUCH FACTORS.
(c) WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION YOU SUBMIT THROUGH OUR WEBSITE.
(d) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
7. YOUR LIABILITY
7.1. Agreement to Indemnify. YOU AGREE THAT YOU WILL ONLY ACCESS AND USE OUR WEBSITE IN ACCORDANCE WITH THE AGREEMENTS. YOU WILL COMPENSATE US IN FULL FOR ANY LOSSES OR COSTS (INCLUDING REASONABLE ATTORNEY FEES) WHICH WE (OR ANY OF OUR SUBSIDIARIES OR AFFILIATED COMPANIES) INCUR ARISING FROM ANY BREACH BY YOU OF THESE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US, OUR SUBSIDIARIES AND AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND OTHER REPRESENTATIVES (THE “RELEASED PARTIES”) HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF OUR WEBSITE, YOUR CONNECTION TO OUR WEBSITE, YOUR VIOLATION OF THE AGREEMENTS, OR YOUR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY.
7.2. Additional Remedies. The Released Parties reserve the right to seek all remedies available at law and in equity for your violation of the Agreements, including the right to block access from a particular Internet address to our Website and report misuses to law enforcement.
8. LIMITATION OF LIABILITY
8.1. Maximum Liability. WITHOUT LIMITING ANYTHING SET FORTH IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY LAW, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO YOUR ACCESS TO AND USE OF OUR WEBSITE SHALL BE $100.
8.2. No Liability for Incidental Damages. IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR ACCESS TO OR USE OF OUR WEBSITE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR ACCESS TO OR USE OF OUR WEBSITE.
8.3. Applicability of Limitations. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THE FOREGOING LIMITATIONS WILL ALSO APPLY REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. DISPUTE RESOLUTION
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.
9.1. Waiver of Rights. YOU AGREE THAT BY USING THE WEBSITE YOU ARE WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE RELEASED PARTIES ONLY IN YOUR INDIVIDUAL CAPACITY AS NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING.
9.2. Venue for Litigation. ANY LITIGATION ARISING OUT OF THE AGREEMENTS MUST BE BROUGHT EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED WITHIN DENVER, COLORADO, AS APPROPRIATE, AND YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF EACH OF THESE COURTS FOR THE PURPOSE OF LITIGATING SUCH CLAIMS OR DISPUTES, AND YOU STILL WAIVE YOUR RIGHT TO A JURY TRIAL, WAIVE YOUR RIGHT TO INITIATE OR PROCEED IN A CLASS OR COLLECTIVE ACTION AND REMAIN BOUND BY ANY AND ALL LIMITATIONS OF LIABILITY AND DAMAGES INCLUDED IN THE APPLICABLE AGREEMENTS.
9.3. Time to Bring Claim. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THE AGREEMENTS, YOUR USE OF THE WEBSITE OR YOUR DEALINGS WITH THE RELEASED PARTIES MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT TWO (2) YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIMS IS PERMANENTLY BARRED. SOME JURISDICTIONS DO NOT ALLOW TIME LIMITATIONS OTHER THAN THOSE SET FORTH IN SUCH STATE’S STATUTE OF LIMITATIONS LAWS. IN SUCH CASES, THE APPLICABLE STATUTE OF LIMITATIONS PROVIDED FOR UNDER THE LAWS OF SUCH STATE SHALL APPLY.
9.4. Prevailing Party. IN ANY LITIGATION BETWEEN YOU AND THE RELEASED PARTIES IN CONNECTION WITH ANY OF THE AGREEMENTS, YOUR USE OF THE WEBSITE, OR YOUR DEALINGS WITH THE RELEASED PARTIES, THE PREVAILING PARTY WILL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES AND COSTS IN SUCH LITIGATION FROM THE OTHER PARTY.
10. ADDITIONAL TERMS
10.1. Governing Law. These Terms will be governed by the laws of the State of Colorado, without giving effect to any principles of conflicts of laws.
10.2. Severability. If any part of the Agreements are determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the applicable Agreements shall continue in effect.
10.3. Waivers. Our failure to enforce any provision of the Agreements shall not be deemed a waiver of such provision nor of the right to enforce such provisions.
10.4. Admissibility of Terms. A printed version of the Agreements and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreements to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
10.5. Assignment. We reserve the right to transfer, assign, sublicense or pledge any or all of the Agreements, in whole or in part, to any person without notice, provided that any such assignment will be on the same terms or terms that are no less advantageous to you. You may not assign, sublicense or otherwise transfer in any manner whatsoever any of your rights or obligations under the Agreements.
10.6. Headings. The section headings and sub-headings contained in these Terms are for convenience only and have no legal or contractual effect.
10.7. Support. If you have any questions or concerns about the Website or these Terms, please contact us by filling out the form on our Website at daythreelabs.com.