PLEASE READ THESE TERMS CAREFULLY. BY CONTINUING TO USE THE SITE, OUR APPS, AND OTHER SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE.

These Terms of Use (these “Terms”) govern your use of the MAKE Wellness web site, located at www.MAKEWellness.com (the “Site”), our back office support tools and all of our other products, features, services, technologies, software, websites, and mobile applications (collectively, and together with the Site, the “Services”), except where we expressly state that separate terms (and not these Terms) apply.

Upper Level Health, LLC, dba, MAKE Wellness (“MAKE Wellness”) makes the Services available to you subject to your acceptance of these Terms and this terms of use agreement (this “Agreement”).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE OR SERVICES. BY ACCESSING, DOWNLOADING, LINKING TO, FRAMING, BROWSING, OR USING THE SERVICES, YOU ACCEPT AND AGREE TO BE LEGALLY BOUND BY THESE TERMS, AS WELL AS MAKE WELLNESS PRIVACY NOTICE. IF YOU DO NOT ACCEPT OR AGREE WITH ANY OF THESE TERMS OR THE PRIVACY NOTICE, THEN DO NOT USE THE SERVICES.

NOTE, THESE TERMS CONTAIN LIMITATIONS ON MAKE WELLNESS AND ITS THIRD-PARTY PROVIDERS’ LIABILITY (SEE SECTION 15), AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. IF YOU ARE AN AFFILIATE, THESE TERMS ALSO CONTAIN AN AGREEMENT TO ARBITRATE (SEE SECTION 17).

If you are a MAKE Affiliate, you agree that your use of the Services is not only subject to these Terms but also to the terms and conditions of your MAKE Affiliate Agreement and the MAKE Policies and Procedures.

1. Binding Agreement

These Terms and this Agreement constitute a binding legal agreement between you, as an individual, or, in the case of some MAKE Affiliates, in your capacity as an authorized representative of an entity or organization with a MAKE Affiliate account (in each case, “you” or “your”), and MAKE (MAKE may also be referred to as “we,” “us,” or “our”).

MAKE may amend or replace these Terms at any time, without prior notice to you, except as may be required under applicable laws, rules, or regulations. If you continue to use the Services, you will be bound by any modifications made to these Terms. You should review the then-current version of these Terms from time to time.

2. Use of the Services; Account Registration

2.1 Use of the Services. In consideration for your access to and use of the Services, you represent, warrant, and agree that (a) you are of legal age to form a binding contract; (b) your use of the Services will be solely for your personal and lawful use; (c) you will comply with these Terms and all applicable laws in using the Services; and (d) where such sharing is not otherwise prohibited by local laws, you will comply with the MAKE Social Sharing Guidelines and the MAKE Product Testimonial Guidelines whenever sharing testimonials, before-and-after photos, or other materials. If you are a MAKE Affiliate, you further agree to comply with the MAKE Affiliate Agreement, the MAKE Policies and Procedures, and any and all other applicable MAKE guidelines.

2.2 Account Registration; Account Information. By registering for a MAKE account (which may be either a MAKE Affiliate account or a MAKE Customer account), you represent, warrant, and agree that all information provided by you is accurate and complete, and that you shall maintain and update such information. You are solely responsible for keeping your login, password, and any related codes confidential, and you agree to immediately notify MAKE of any unauthorized use of your password or any breach of security. MAKE shall not be responsible or liable for fraudulent purchases made using your compromised password.

2.3 Personal Information. When you use the Services or register for or use a MAKE account, MAKE will collect and process certain personal information about you (“Personal Data”). This information will be collected, used, and disclosed in accordance with the MAKE Privacy Notice, which is incorporated into these Terms by reference. By using the Services, you agree to the collection and use of your Personal Data in accordance with the MAKE Privacy Notice.

3. Disclaimers

3.1 Other Users. Neither MAKE nor its third-party providers have control over the conduct of other users of the Services (collectively, “Users”), or over the truth or accuracy of the information that other Users share. NEITHER MAKE NOR ITS THIRD-PARTY PROVIDERS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, CAUSED BY ANOTHER USER OF THE SERVICES.

3.2 User Disputes. You agree that you are solely responsible for your interactions with any other User in connection with the Services. MAKE reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User of the Services.

3.3 MAKE Affiliates. MAKE Affiliates are independent third-party contractors of MAKE, and MAKE is not responsible or liable for the statements, acts, or omissions of such MAKE Affiliates. MAKE does not confirm the accuracy or reliability of any materials created or distributed by MAKE Affiliates in any medium.

4. Age Restrictions

You must be at least 18 years old or the age of majority in your location, whichever is greater, to use the Services.

5. No FDA Approved Claims

Any product recommendations or any similar Services as a MAKE Affiliate are made for health, nutritional, educational, and convenience purposes only and are in no event meant to provide or replace the advice of your physician or other health care provider. The statements made through use of the Site and Services have not been evaluated by the U.S. Food and Drug Administration (the “FDA”), and none of the MAKE products or the Services are intended to investigate, diagnose, monitor, alleviate, treat, cure, or prevent any disease. Please consult your physician, pharmacist, or health care provider before using dietary supplements/food supplements, especially if you have preexisting medical conditions or are taking medications.

6. Product Recommendations

The Services or Site may provide you with certain product recommendations using proprietary algorithms (which may include artificial intelligence and machine learning). These product recommendations may be based on information you provide to MAKE through the Services, as well as on general population surveys, cohorts of users, and references to demographics that may share similar attributes.

7. Testimonials, Before-and-After Photos, and Related Materials

You understand and agree that, in the event MAKE determines, in its sole discretion, that you have violated the Policies and Procedures, these Terms of Use, or any MAKE guidelines, or any applicable laws, rules, or regulations when sharing testimonials, before-and-after photos, or other materials through the Services with respect to any MAKE products, you will cooperate fully with MAKE to remove such posts from all forums where they have been shared. Your cooperation under this Section 7 shall be in addition to any other rights or remedies that MAKE may have under these Terms.

8. Your License to Use the Services

8.1 License. Subject to your ongoing compliance with these Terms, you are hereby granted a revocable, non-exclusive, limited, non-transferable, non-sublicensable personal license to use the Site, or other MAKE mobile applications on a device that you own or control and to access and use the Services. Any rights not expressly granted are reserved by MAKE. MAKE reserves the right to add to, change, limit, or discontinue any aspect, content, functionality, or feature of the Services at any time.

8.2 Reservation of Rights. The Services, and all content therein, including without limitation software, images, text, graphics, illustrations, logos, trademarks, service marks, patents, copyrights, photographs, audio, videos, and music (the “MAKE Content”), and all intellectual property rights related thereto, are the exclusive property of MAKE, MAKE’s affiliated entities, or MAKE’s third-party service providers. The MAKE Content is protected by U.S. federal and international copyright and trademark laws. No portion of the MAKE Content may be reprinted, republished, modified, or distributed in any form without the express written permission of MAKE.

8.3 Linking and Framing the Site. Unless a User has a written agreement in effect with MAKE that provides otherwise, a User may only provide a hyperlink to the Site on another website if such User complies with all of the following: (a) the link must be a text-only link clearly marked “MAKE” or the link must point to the designated MAKE URL’s provided to Affiliates and not to other webpages within the Site; (b) the link, when activated by a user, must display the Site full-screen and not within a frame on the linking website; and (c) the appearance, position, and other aspects of the link must not be such as to damage or dilute the goodwill associated with the MAKE name and trademarks. MAKE reserves the right to revoke its consent to any link at any time in its sole discretion.

8.4 Feedback. You may choose, or MAKE may invite you, to submit comments, suggestions, or other feedback about the Services (“Feedback”). By submitting Feedback to MAKE, you agree that your disclosure is entirely voluntary and without restriction and will not place MAKE under any fiduciary or other obligation to you, and that MAKE is free to use and exploit the Feedback in any manner without compensation to you. All Feedback will be the exclusive property of MAKE.

9. Your License to MAKE

9.1 User Content. By accessing, downloading, linking to, framing, browsing, or using the Services, and without further payment or consideration to you, you grant MAKE the right to use any data, materials, or other content uploaded or otherwise transmitted to, or created by you through, the Services, including but not limited to images, text, graphics, illustrations, logos, photographs, audio, videos, music, reviews, comments, and other materials (collectively, the “User Content”), subject to the following terms and conditions:

(a) You will retain ownership of such User Content, and you grant to MAKE and its designees a worldwide, royalty-free, non-exclusive license, with right of sublicense (through multiple tiers), to collect, use, reproduce, host, communicate, store, distribute (through multiple tiers), create derivative works of, and publicly display such User Content.

(b) You represent and warrant that you own or otherwise possess all necessary rights with respect to the User Content, that the User Content does not and will not infringe, misappropriate, or otherwise violate any intellectual property or other property right of any third party, and that the User Content is not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene, or otherwise objectionable.

(c) You have obtained the written consent, release, and/or permission of every identifiable individual who appears in the User Content, or if any such identifiable individual is under the age of eighteen (18) or the age of majority in your location, you have obtained the written consent, release, and/or permission from such individual’s parent or guardian.

9.2 Deletion of User Content. You understand and agree that MAKE may, in its sole discretion and without prior notice, use, modify, revise, filter, or delete any User Content, including but not limited to permanently deleting such User Content from the Services at any time.

10. Restrictions on Use

In using the Services, you represent and warrant that you will not:

• (a) intentionally or unintentionally violate any of these Terms or any local, state, provincial, national, regional, or international law or regulation;
• (b) attempt to decompile, reverse compile, reverse engineer, disassemble, or otherwise derive source code from any part of the Services;
• (c) make any modification, adaptation, improvement, enhancement, or translation of, or create derivative works from, the Services;
• (d) access or use the Services for the purpose of copying any feature of the Services, or for building a competitive product;
• (e) license, sell, rent, lease, transfer, assign, redistribute, or otherwise commercially exploit the Services or any aspect thereof;
• (f) upload, post, email, transmit, or otherwise make available any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or that you do not have a right to make available; that infringes any patent, trademark, trade secret, copyright, or other proprietary rights; that constitutes unsolicited or unauthorized advertising, “junk mail,” “spam,” “chain letters,” or “pyramid schemes”; that contains software viruses or any other computer code designed to interrupt, destroy, or limit functionality; or that contains any falsehoods or misrepresentations;
• (g) use the Services to transmit any information concerning any other person or entity without their permission;
• (h) interfere with another’s use of the Services, or with MAKE’s ability to provide the Services;
• (i) create liability for MAKE or cause MAKE to lose the services of our Internet service providers or other third-party providers;
• (j) “stalk” or harass any other User, or collect or store any information about any other User other than for purposes of transacting with one another;
• (k) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
• (l) use automated scripts to collect information or otherwise interact with the Services;
• (m) remove, obscure, or alter any copyright notices, trademarks, or other proprietary rights notices;
• (n) use the Services on a device without permission, regardless of whether it is a stolen, lost, or unauthorized device;
• (o) use any part of the Services while operating vehicles, heavy machinery, or engaging in any activity where insufficient attention could result in personal injury, death, or property damage; or
• (p) advocate, encourage, assist, allow, permit, or enable any third party in doing any of the foregoing.

11. Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKE AND EACH OF ITS THIRD-PARTY PROVIDERS HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. SOME STATES MAY NOT PERMIT THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

12. Indemnification

You agree to indemnify, defend, and hold harmless each of MAKE, MAKE’s third-party providers, and each of their respective owners, officers, directors, members, managers, affiliates, subsidiaries, employees, agents, representatives, contractors, suppliers, licensors, successors, and assigns from and against any claim, demand, proceeding, loss, damage, liability, cost, or expense (including but not limited to reasonable attorneys’ fees and court costs) of any kind arising out of (a) your access to, use, or misuse of the Services; (b) any breach by you of your obligations under the Affiliate Agreement or these Terms of Use; (c) any content you create, submit, post, transmit, or otherwise make available through the Services; (d) your violation of the rights of a third party; (e) any violation of law; (f) your negligence or willful misconduct; or (g) your misuse of goods or products provided through the Services. This obligation shall survive the termination or expiration of this Agreement.

13. Governing Law

The place of origin of these Terms and this Agreement is the State of Utah, United States of America. These Terms of Use and the Affiliate Agreement will be governed by, construed in accordance with, and interpreted pursuant to the substantive laws of the State of Utah, without giving effect to its rules regarding choice of laws, provided, however, the agreement to arbitrate applicable to MAKE Affiliates in Section 17 of these Terms shall be governed by the Federal Arbitration Act (USA).

14. Choice of Forum

14.1 MAKE Affiliates. If you are a MAKE Affiliate, the exclusive venue for the arbitration hearing and court proceedings related to the arbitration of any and all Disputes will be in Utah County, State of Utah, in accordance with Section 17. If any Dispute is not submitted to arbitration in accordance with Section 17, the exclusive venue shall be the state and federal courts located in Utah County, State of Utah. YOU FURTHER WAIVE YOUR RIGHT TO A JURY TRIAL.

14.2 MAKE Members, Customers, and Other Users. You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in Utah County, State of Utah, and waive any objection to improper venue, for any claims, disputes, or controversies arising out of or relating to this Agreement, these Terms, your use of the Services, or the purchase of products or services through the Services. YOU FURTHER WAIVE YOUR RIGHT TO A JURY TRIAL.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL MAKE OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE SERVICES, OR ANY OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, OR OTHER AFFILIATED ENTITIES, PREDECESSORS, SUCCESSORS, ASSIGNS, PARTNERS, OWNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, INVESTORS, REPRESENTATIVES, AGENTS, OR VENDORS (COLLECTIVELY, THE “MAKE RELATED PARTIES”), BE LIABLE FOR ANY PERSONAL INJURY OR PROPERTY DAMAGE, OR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES.

IN NO EVENT SHALL THE ENTIRE AGGREGATE LIABILITY OF THE MAKE RELATED PARTIES TO YOU FOR ANY CLAIM WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT, THESE TERMS, OR YOUR USE OF THE SERVICES EXCEED THE TOTAL AMOUNT OF ANY FEES PAID BY YOU FOR USE OF THE SERVICES, OR $50 USD (OR THE CORRESPONDING AMOUNT ONCE CONVERTED INTO YOUR LOCAL CURRENCY), WHICHEVER IS GREATER.

IF YOU ARE A USER FROM THE STATE OF NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.

16. Attorneys’ Fees

If any party commences any action or proceeding, whether an arbitration action or proceeding or a judicial action or proceeding, to interpret or enforce any of the terms or conditions of the Affiliate Agreement or these Terms of Use, the prevailing party in such action or proceeding shall be entitled to recover its reasonable attorneys’ fees and costs incurred in the defense or prosecution of claims in such action or proceeding.

17. Arbitration Agreement

MAKE AFFILIATES PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY. IT AFFECTS YOUR RIGHTS.

17.1 What is Mandatory Arbitration. In order to expedite the resolution of all Disputes, MAKE has instituted a mandatory arbitration procedure between it and its MAKE Affiliates. Arbitration involves the referral of a Dispute to an impartial third party known as an arbitrator for hearing and decision. The arbitrator’s award is a final ruling, and judgment on the award may be entered by a court of law.

17.2 Arbitration is Mandatory and Binding as to All Disputes. IF YOU ARE A MAKE AFFILIATE, YOU AND MAKE AGREE THAT MANDATORY AND BINDING ARBITRATION IS THE SOLE MEANS TO DECIDE ANY AND ALL DISPUTES. BY AGREEING TO ARBITRATION, YOU AND MAKE WAIVE ALL RIGHTS TO ANY JURY OR COURT TRIALS FOR THE RESOLUTION OF DISPUTES.

17.3 Definition of a “Dispute.” A “DISPUTE” MEANS ANY AND ALL PAST, PRESENT, OR FUTURE CLAIMS, DISPUTES, CONTROVERSIES, CAUSES OF ACTION, OR COMPLAINTS, WHETHER BASED IN CONTRACT, TORT, STATUTE, LAW, PRODUCT LIABILITY, EQUITY, OR ANY OTHER CAUSE OF ACTION, (i) ARISING FROM OR RELATED TO THIS AGREEMENT, OR ANY ALLEGED BREACH THEREOF, THESE TERMS, YOUR USE OF OR INABILITY TO USE ALL OR PART OF THE SERVICES, OR (ii) ARISING OUT OF OR RELATED TO THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT OR THESE TERMS. Nothing in this definition of “Dispute” is intended to, nor shall it be interpreted to, permit adjudication of any Dispute as a class action.

17.4 Mediation. Mediation is a voluntary process whereby a neutral third party known as a mediator attempts to resolve a Dispute between contending parties. If all parties to the Dispute agree to mediation, MAKE will facilitate a mediation to be held in Utah County, State of Utah, at the offices of MAKE’s outside counsel. The mediation will be conducted in the English language. All fees and costs of the mediation will be borne equally by the parties. If not all parties agree to mediation, or any agreed-to mediation is not successful, then the Dispute will be submitted to arbitration.

17.5 Arbitrating Parties. All parties that will participate in the arbitration, including you (a MAKE Affiliate), the MAKE Parties, another MAKE Affiliate, or MAKE’s Third-Party Providers, are referred to as “Arbitrating Parties” in this Section 17.

17.6 Arbitration Procedure. All Disputes not resolved by mediation shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”), or its designated successor, in accordance with its Commercial Arbitration Rules (“CAR”), and judgment on the award rendered by the arbitrator may be entered by any state or federal court located in Utah County, State of Utah, having jurisdiction. The proceedings will be held before a single arbitrator, who will render a final and binding decision. The following provisions also apply: claims may not be made after the applicable statute of limitations; the arbitrator shall have not less than ten (10) years’ experience and shall be law-trained; a court with jurisdiction may consolidate separate arbitration proceedings under certain conditions; the arbitrator will have discretion to order a pre-arbitration exchange of information; the arbitration will be conducted in the English language; no Dispute will be adjudicated as a class action; each Arbitrating Party is limited to no more than three attorneys; and all fees and expenses of the arbitrator will be borne equally, subject to allocation in the final award.

17.6.3 Arbitration Awards. The arbitrator’s award will be final and binding and will be a full resolution of all existing claims and disputes between the Arbitrating Parties. The arbitrator’s decision will be in writing and based on the application of the strict rules of law to the evidence submitted. Punitive damage awards are not allowed.

17.6.4 Confidentiality. All arbitration proceedings will be private and closed to the public, and the documents, pleadings, and testimony produced in the proceedings shall be kept confidential.

17.6.5 Enforcement of Judgment; Injunctive Relief. Notwithstanding this arbitration agreement, any Arbitrating Party may apply to a court of competent jurisdiction in the State of Utah, or in any other jurisdiction as necessary, to enforce a judgment entered on an arbitration award or for injunctive relief.

17.6.6 Survival. This agreement to arbitrate will survive any termination or expiration of this Agreement, these Terms, or your MAKE Affiliate account.

18. Modification, Suspension, or Termination of Your Access

18.1 Modification, Suspension, or Termination by MAKE. Your access to your MAKE account and/or the Services may be modified, restricted, or suspended, in whole or in part, at any time, for any or no reason, without prior notice to you, except as may be required under applicable laws or your Affiliate Agreement. Reasons for termination may include, but are not limited to: (a) violations of these Terms of Use or any other policies or guidelines; (b) discontinuance or material modification to the Services; (c) a request and/or order from law enforcement or other government agency; (d) cases where provision of the Services may become unlawful; (e) unexpected technical or security issues; (f) your participation in fraudulent or illegal activities; or (g) if you are a MAKE Affiliate, violations of your Affiliate Agreement or the MAKE Policies and Procedures.

18.2 Termination of Your MAKE Account by You. You may terminate your MAKE account at any time by contacting MAKE Customer Service.

18.3 User Content Upon Termination. Upon termination of your MAKE account for any reason, all User Content associated with your MAKE account shall be deleted. You may contact us at support@MAKEwellness.com with any questions related to exercising your rights under the Privacy Notice.

19. Security of the Services

The Services are intended for your personal use only. You understand and acknowledge that the Services may not function properly, may contain errors or bugs, and are susceptible to breach, corruption, or failure. You are solely responsible for any resulting claims, liability, losses, or damages arising out of the unauthorized disclosure, transfer, or use of any personal content, data, or materials stored on your device for any reason.

20. Product Purchases and Refunds

20.1 Applicable Market Purchases. You may have the opportunity to order certain products and services through the Services. You are subject to the terms and conditions governing such product orders in the market where you make the purchase. If you are a MAKE Affiliate, your purchase will be subject to your separate Affiliate Agreement.

20.2 Returns. If you desire to return a MAKE product that you have purchased through the Services, please consult the return policies applicable to your market, which may be found on your local MAKE website.

20.3 Product Purchases and Pricing. All billing and other information submitted by you must be truthful and accurate. By completing the checkout process, you agree to accept and pay for the product(s) requested. You represent and warrant that you have the legal right to use any credit card or other payment means used to complete any transaction.

20.4 Incorrect Pricing. In the event a product is listed at an incorrect price or with incorrect information due to a typographical error, MAKE shall have the right to refuse or cancel any orders placed for products listed at the incorrect price. If your credit card has already been charged and your order is canceled, MAKE shall immediately issue a credit in the amount of the charge.

20.5 Product Descriptions. We attempt to be accurate in all product descriptions. Nevertheless, we do not warrant that any product description or other content is accurate, complete, reliable, current, or error-free. If you find a product is not as described, your sole remedy is to return the product pursuant to MAKE’s Refund Policy.

20.6 Purchase Limitations. We reserve the right, with or without prior notice, to (a) impose conditions on the honoring of any coupon or promotion, (b) change a product description, (c) limit the availability of any product or service, (d) terminate our provision of any product or service, or (e) refuse to provide you or any customer with any product or service.

20.7 Promotions. The Services may contain contests or promotions that require you to send material or information about yourself or your MAKE business in order to participate. Any such contest or promotion may be governed by a separate set of terms and conditions. Any promotion will be void in jurisdictions where it is prohibited.

21. Assignment

You may not assign your rights or delegate your responsibilities hereunder without the express written permission of MAKE, except pursuant to the sale of your business, or all or substantially all of its assets. MAKE may, at any time, assign its rights or delegate its obligations hereunder without notice to you.

22. Prevailing Language

The English language version of these Terms shall be controlling in all respects and shall prevail in case of any inconsistencies between these Terms and any translated version of these Terms. Any translation of these Terms in any other language is provided as a courtesy only.

23. Third Party Beneficiary Rights

Except as expressly stated herein, no person who is not a party to these Terms or to this Agreement is intended to be a beneficiary of these Terms or this Agreement, and no person who is not a party shall have any right to enforce any provision of these Terms of Use or this Agreement.

24. Third Party Sites and Services

The Services may direct you to sites, software, or services owned or operated by third parties (“Third-Party Sites”). MAKE has not reviewed all of the Third-Party Sites and has no control over and is not responsible for (a) the content and operation of such Third-Party Sites or (b) the privacy or other practices of such Third-Party Sites. The fact that the Services direct you to such Third-Party Sites does not indicate any approval or endorsement. YOUR USE OF THIRD-PARTY SITES, SOFTWARE, AND SERVICES IS AT YOUR OWN RISK. YOU HEREBY RELEASE MAKE, AND MAKE’S THIRD-PARTY PROVIDERS, FROM ALL LIABILITY AND/OR DAMAGES THAT MAY ARISE FROM YOUR USE OF ANY THIRD-PARTY SITES.

25. System Outages

MAKE and its third-party providers periodically schedule system downtime for the Services for maintenance and other purposes. Unplanned system outages may also occur. Neither MAKE nor its third-party providers shall have any liability whatsoever for the resulting unavailability of the Services, or for any loss of data or transactions caused by planned or unplanned system outages.

26. Export Restrictions

You may not use or otherwise export or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services were obtained. You agree to comply with the requirements of the U.S. Department of Commerce Export Administration Regulations, the U.S. International Traffic in Arms Regulations, applicable U.S. sanctions and embargoes, and all applicable international, national, state, and local laws and regulations.

27. Service Provider Payment

You agree to pay all fees charged to you by your wireless service provider, if any, for the Services and any associated data usage charges, regardless of whether you have electronically downloaded, installed, or used any of the Services. We will not be liable for any liabilities, losses, or damages resulting from any failure to pay any amounts when due.

28. Notices

By using the Services, you consent to receive all agreements, communications, notices, and disclosures in connection with the Services in electronic form, including short message service (“SMS”).

29. Distribution Channels

Site and other MAKE mobile applications may be made available through the Apple App Store, Google Play, or other distribution channels (each, a “Distribution Channel”). If you obtain Site or another MAKE app through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms are between you and MAKE only, and not with the Distribution Channel.

Where Site or another MAKE app is made available for use in connection with an Apple-branded product (“Apple-Enabled Software”), you and MAKE acknowledge that these Terms are concluded between you and MAKE only, and not with Apple Inc. (“Apple”); that Apple has no obligation to provide any maintenance or support services; and that MAKE and its third-party providers, not Apple, are responsible for addressing any claims relating to the Apple-Enabled Software. You and MAKE acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms with respect to the Apple-Enabled Software.

30. Copyright

MAKE’s policy regarding copyright infringement and MAKE’s designated agent for receipt of copyright infringement claims pursuant to the Digital Millennium Copyright Act (17 USC § 512) is set forth below.

MAKE Copyright Notice. MAKE respects the intellectual property rights of others and requires those who use the Services to do the same. MAKE may, in appropriate circumstances and in its discretion, remove or disable access to material that infringes upon the intellectual property rights of others. If you believe that your work has been used through the Services in any manner that constitutes copyright infringement, please notify MAKE’s copyright agent by written notice including: (a) an electronic or physical signature of a person authorized to act on behalf of the owner; (b) a description of the copyrighted work claimed to be infringed; (c) identification of the location of the infringing material; (d) your name, address, telephone number, and email address; (e) a statement of good faith belief; and (f) a statement, under penalty of perjury, that the information is accurate.

MAKE’s copyright agent for notice of claims of copyright infringement can be reached as follows:

By mail:
MAKE Wellness
Attn: Legal Department
Lehi, Utah

By email: support@MAKEwellness.com

31. Entire Agreement

This Agreement, these Terms, the MAKE Privacy Policy, and any other documents expressly incorporated herein by reference constitute the entire agreement between you and MAKE governing your use of the Services. These Terms supplement and do not supersede any other policies that apply to you, including but not limited to your MAKE Affiliate Agreement and the MAKE Policies and Procedures.

32. No Waiver

MAKE’s delay or failure to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.

33. Headings

The headings used throughout this Agreement are solely for the convenience of reference and are not to be used as an aid in the interpretation of this Agreement.

34. Severability

If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions.

35. California Consumer Notice

Under California Civil Code Section 1789.3, Users of the Services from the State of California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact MAKE directly at support@MAKEwellness.com.

36. Contact Us

If you have any questions about these Terms of Use or if you wish to receive any additional information, provide feedback, or raise any concerns in relation to the Services, please contact MAKE at: support@MAKEwellness.com

Published: October 1, 2024 · Copyright © 2024 MAKE Wellness. All Rights Reserved.