The information contained herein is prepared by the Company and believed to be accurate at the time of posting, but may be superseded by subsequent disclosures. Euphoria Wellness reserves the right to update, change and amend these Terms at any time without prior notice to you. The most recent version of these Terms will be posted on this website. Your continued use of this website following any changes to the Terms means that you agree to be bound by the then-current version of the Terms. Please check this webpage frequently. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS THIS WEBSITE AND/OR USE THE SERVICES OFFERED ON THIS WEBSITE.
NOTICE OF OPT-IN FOR text messages, marketing language, e-mail, and telephone contact:
By signing up for Euphoria Wellness rewards programs, you expressly agree and consent in writing, through clicking the “SUBMIT” button, that Company may contact you by SMS, email, mail, or telephone regarding products, and that Company shall not be liable or responsible for any charges or fees you incur related to such contact. You may opt out of such consent at any time by following the instructions provided in the text messages, email messages, or phone call.
NOTICE OF ARBITRATION PROVISIONS:
You may choose to opt out of arbitration if you send a written notice via U.S. Mail, First Class, to the following address, within 30 days of your first use of this website:
Euphoria Wellness Legal Department, Euphoria Wellness, 7780 S Jones Blvd Ste 105, Las Vegas, NV 89139
Permitted Users and Use
This website is only intended for use by individuals who are at least the age of majority in their jurisdiction of residence and can enter into legally binding contracts under applicable law. This website may not be used where access to or use of this website or any part of it may be illegal or prohibited. You may not use this website for any purpose or in any manner that is illegal, fraudulent or infringes another person’s rights.
This website has not been independently audited or verified in its entirety and is provided on this website for informational purposes only. Material on this site may still contain technical or other inaccuracies, omissions, or typographical errors, for which the Company assumes no responsibility.
Some data, including any stock quotes, are provided by third party service providers for informational purposes only, and are not intended for trading or other purposes. Euphoria Wellness makes no representations regarding the accuracy, completeness, or delays in any stock quotes, or for any actions you take in reliance thereon.
This website, it’s layout and design, and all information, images, artwork, text, video, audio, pictures, and other materials on website including software (the “Content”) are protected by copyright and other proprietary rights in United States and around the world, all of which are owned by the Company or by which the Company has obtained permission from the owner of the intellectual property in such Content to use the Content on this site. Except as provided in these Terms, you may not, directly or indirectly, copy, reproduce, modify, distribute, republish, post, transmit, display, frame in another web page, perform, or create derivative works from the Content, or any part thereof, on this website without its express written permission. Euphoria Wellness hereby grants you a limited, revocable, conditional and non-exclusive license to display and download the Content from this website solely for your personal, non-commercial use, provided you do not alter the Content in any manner.
Nothing in these Terms shall be construed as granting you any proprietary rights by using or accessing this website and services, and the Company’s posting of Content on this website does not constitute a waiver of any right in or to such Content.
This website may contain hyperlinks to other third party websites (“Linked Sites”) which are not controlled by Euphoria Wellness. These Linked Sites are provided for your convenience only, and does not constitute an endorsement of any of these third party sites, including the content or any products or services they may provide. Accessing Linked Sites is at your own risk; Euphoria Wellness is not responsible for any content available on Linked Sites or your reliance on any of the Linked Sites.
You may link Euphoria Wellness’s website on your webpage, subject to the following conditions: (i) you may only link to the homepage; and (ii) you may not use any of the Company’s Marks without the Company’s express permission.
YOUR ACCESS AND — USE OF THIS WEBSITE AND THE CONTENT IS SOLELY YOUR RESPONSIBILITY AND AT YOUR OWN RISK. THIS WEBSITE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULL EXTENT PERMISSIBLE BY LAW, THE COMPANY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE AND THE FUNCTIONS CONTAINED ON THE WEBSITE WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE AND THE CONTENT WILL BE AVAILABLE WITHOUT VIR– USES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS OR — USE OF THE WEBSITE AND/OR THE CONTENT WILL NOT BE FREE OF INTERRUPTIONS, OR WILL NOT CONTAIN BUGS, ERRORS, INACCURACIES OR OTHER LIMITATIONS, AND THAT THE WEBSITE MAY BE UNAVAILABLE FROM TIME TO TIME.
Limitation of Liability & Indemnity
The Company and its officers, directors, employees and representatives will not be liable to you or any other party for any damages of any kind including, without limitation, damages based on contract, negligence or other legal basis, including without limitation, indirect, special, consequential or incidental damages, lost profits, business interruption or other damages arising directly or indirectly from your use of this website or the Content, including without limitation, your use or reliance on any information or other Content contained on this website; any delay or loss of use or access to this website; any inaccuracy or omission in any information or other Content contained on this website; and your use of or reliance on any Linked Sites. These limitations apply even if the party liable (or allegedly liable) had been advised of the possibility of such damage or loss or if such damage or loss was foreseeable by the party liable (or allegedly liable).
You agree to indemnify, defend and hold harmless the Company and its affiliates and their respective directors, officers, employees and representatives from and against all losses, expenses, damages and costs (including actual lawyers’ fees and expenses) arising directly or indirectly from your violation of these Terms or from your use of this website.
You acknowledge that the Company is making this website and the Content available to you in reliance upon your acceptance of the limitations and exclusions of liability and the disclaimers set out in these Terms and that the same form a contract between you and the Company. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THIS WEBSITE AND ITS CONTENT IS TO DISCONTINUE ALL — USE OF THE WEBSITE. You agree that the limitations and disclaimers will survive and continue to apply in the case of a fundamental breach or breaches, the failure of an essential purpose of this contract, the failure of any remedy or the termination or suspension of your use of this website by the Company.
If you breach any provision of these Terms, you may no longer use this website. The Company may, at any time, for any reason and without any prior notice or liability, change, suspend or terminate this website or any part of it or withdraw your permission to use this website. If these Terms or your permission to use this Website is terminated for any reason, these Terms will nevertheless continue to apply and be binding upon you indefinitely in respect of your prior use of this website.
No information included herein shall be deemed to be incorporated by reference into any of Euphoria Wellness’s regulatory filings, unless expressly indicated in any such filings. In addition, no information shall be incorporated by reference into this website, unless otherwise specified.
These Terms, your access to and use of this website and Content, and any claims made in law or equity against the Company or our directors, officers, employees and representatives arising out of such access and/or use or otherwise, are governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict of laws provisions, with the sole exception of the enforceability of the Arbitration provisions found herein, which shall be governed by the Federal Arbitration Act.
If a court of competent jurisdiction finds any part of these Terms to be unlawful, void or unenforceable, then that part is severable and will not affect the validity and enforceability of the remaining Terms.
If you have any questions or comments about these Terms, please feel free to contact us at email@example.com.
These Terms are a legal agreement between you and the Company. By using any of the Euphoria Wellness Programs and Features or our Services, and/or clicking to “Accept” or otherwise agreeing to these Terms where that option is made available to you, you agree to be bound by these Terms. If you do not agree to these Terms, please do not register with or use any Euphoria Wellness Programs or Features or our Services.
We may post additional terms, official rules, or agreements that apply to certain services, applications, activities, and features we offer or provide at or through certain Euphoria Wellness Programs and Features (“Additional Terms”), and you may be subject to such Additional Terms when you access those services, applications, activities and/or features. In the event of any conflict between the terms of the Additional Terms (on the one hand) and these Terms (on the other hand), these Terms shall prevail unless expressly otherwise stated in the Additional Terms, which are intended to supplement, but not replace, these Terms.
Please don’t hesitate to contact us with any questions regarding these Terms or any Additional Terms. You can reach us by using the “Contact Us”, “Contact Member Services” or similar contact link in the footer of any of the Euphoria Wellness Programs or websites, or by mail to: Euphoria Wellness, Customer Services, 7780 S Jones Blvd Ste 105, Las Vegas, NV 89139.
Use of Euphoria Wellness Programs and Features
You agree to use the Euphoria Wellness Programs and Features and the services available on or through the Euphoria Wellness Programs and Features (the “Services”) only for purposes that are permitted by these Terms, any Additional Terms, and any applicable law, regulation or generally accepted practices in the relevant jurisdictions. Subject to all of the provisions of these Terms, the Company hereby grants you a limited, terminable, non-transferable, personal, non-exclusive license to access and use the Euphoria Wellness Programs and Features and our Services solely as provided herein. You may download material displayed on the Euphoria Wellness Programs and Features for non-commercial, personal use only, provided you do not remove any copyright and other proprietary notices contained on the materials. You may not, however, distribute, modify, broadcast, publicly perform, transmit, reuse, re-post, or use the content of the Euphoria Wellness Programs and Features, including any text, images, audio, and video, for public or commercial purposes without the Company’s prior written permission. Notwithstanding anything to the contrary herein, all rights not specifically granted in the license set forth above shall be reserved and remain always with the Company. Your right to use the Euphoria Wellness Programs and Features and our Services is not transferable. You acquire no rights or licenses in or to the Euphoria Wellness Programs and Features and materials contained therein other than the limited right to access and utilize the Euphoria Wellness Programs and Features and our Services in accordance with these Terms.
User Representations and Warranties
By using the Euphoria Wellness Programs and Features or our Services, you represent, warrant and covenant that you: (i) have the power and authority to enter into and be bound by these Terms; (ii) shall use the Euphoria Wellness Programs and Features and our Services only as permitted by these Terms, and any applicable Additional Terms, and not for any unlawful purpose; and (iii) are twenty-one (21) years of age or older. If you are under the age of 21, you are not allowed to use the Euphoria Wellness Programs and Features nor our Services. Some offerings on the Euphoria Wellness Programs and Features or our Services may be subject to additional age restrictions.
Sweepstakes, Contests and Promotions
Any sweepstakes, contests or promotions (collectively, “Promotions”) that may be offered via any of the Euphoria Wellness Programs and Features or our Services may be governed by Additional Terms, which may set out eligibility requirements, such as certain age or geographic area restrictions, terms and conditions, and details governing how your personal information may be used. It is your responsibility to read all Additional Terms to determine whether or not you want to or are eligible to participate, enter or register in or for the Promotions. By participating in a Promotion, you will be subject to the Additional Terms and you agree to comply with and abide by such Additional Terms and the decisions of the sponsor(s) thereof.
The Company may offer one or more rewards programs (“Rewards Programs”) under which you may have the opportunity to earn points which are redeemable for Company products. Not all of the Euphoria Wellness Programs and Features offer Rewards Programs, however, and Rewards Programs may include Additional Terms that apply to your participation in activities allowing you to earn points (collectively, “Activities”). The Company may limit, suspend or terminate your ability to participate in a Rewards Program in its sole and absolute discretion, and may void any points, rewards, or potential rewards you may have earned or accumulated in a Rewards Program, if we determine in our sole discretion that you have not complied with these Terms or any Additional Terms applicable to such participation. You agree to abide by the final and binding decisions of the Company regarding any Rewards Program and your participation in it. We reserve the right to change, suspend, or cancel all or a portion of a Rewards Program, including any points you may have accrued, at any time without prior notice to you.
Points can be earned in a Rewards Program by making qualifying product purchases. Some of the limitations on use of Rewards Program Points include (without limitation), our right to change or limit your ability to participate in certain promotions or the Rewards Program itself; our right to change or limit the allowable frequency of purchases or redemptions using Rewards Program points; our right to change or limit the number of points you can earn for a given Activity or during a given time period; and our right to change the Activities or rewards available, or the number of points required for a particular reward. Points awarded have no cash value.
You may redeem points you have earned pursuant to these Terms and any applicable Additional Terms. In general, Company anticipates that points will be used as a cash-substitute for qualifying purchases of available Company products. No credit, reversal, or refund of points will be issued for any reason after points have been redeemed; in other words, once you use the points for a purchase, you may not cancel the reward or return the reward for a refund of points.
Rewards Program Points Nontransferable
Rewards Program points are non transferable, may not be bartered or sold, and are void if a transfer is attempted, and such points and the associated Account are not transferable upon death, as part of a domestic relations matter or otherwise by operation of law.
Any Account that has not been logged into and points either earned or redeemed for one year or more may be deemed inactive and the Account closed. In such instances, to request Account reactivation (subject to such terms, limitations and requirements as we may impose from time to time) you may reach us by using the “Contact Us”, “Contact Member Services” or similar contact link in the footer of any of the Euphoria Wellness Programs. We may modify our inactive Account rules and policies in our Rewards Programs from time to time, and if your Account becomes inactive pursuant to such then-current rules or policies, we may close your Account, without any compensation or further obligation to you.
Any points in our Rewards Programs that have not been redeemed for six (6) months from the time such points were earned or awarded may be deemed expired and removed from your Account. We may modify our points expiration rules and policies for any points in our Rewards Programs from time to time, and if your points expire pursuant to such then-current rules or policies, we may remove such points from your Account, without any compensation or further obligation to you regarding the expired points.
Disclaimer of Warranties; Limitation of Liability; Indemnification
You agree that the Company will not be liable for, or be required to provide any compensation to you with respect to, the termination of any Rewards Program or any associated Account(s), including without limitation any points, rewards, prizes, or credits in your Account(s) or otherwise existing in your favor at the time of termination.
You agree that we are not responsible for the loss or impairment of any points, rewards, prizes, or credits, regardless of monetary value, in the event there is any: change in the value of each point (as determined in Company’s sole and absolute discretion), data or server error, computer and/or network system error or failure, criminal act, vandalism, cyber-attack or other events which make it commercially unreasonable for us to determine the points balance or value of any Account(s).
All guarantees, warranties, and representations, whether express or implied, as to the condition, suitability, quality, fitness or safety of any goods and services supplied under our Rewards Programs or other Services are excluded to the fullest extent permitted by applicable law.
Any liability the Company may have to a member under any such guarantees, warranties or representations implied or imposed by law which cannot be excluded is hereby limited, to the extent legally permissible, to supplying or paying the cost of supplying the goods or services (or equivalent goods or services) or repairing or paying the cost of repairing the goods or re-performing the services, at the Company’s sole option.
Please note that at any time, we may, in our sole discretion, terminate our legal agreement with you and deny you continued use of the Euphoria Wellness Programs and Features and our Services, and, without limiting the foregoing, may do so if (i) we are required to do so by law (for example, where the provision of our services to you is, or may become, unlawful); (ii) the partner with whom we offered our Services to you has terminated its relationship with us or ceased to offer their services to you; (ii) we are no longer providing all or any portion of our Services to users in the jurisdiction in which you are resident or from which you use our Services; or (iv) the provision of our Services to you is, in our opinion, no longer commercially viable.
Binding Arbitration of all Disputes
A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). Notice to us must be sent to our customer service address at: Euphoria Wellness Legal Department, Euphoria Wellness, 7780 S Jones Blvd Ste 105, Las Vegas, NV 89139. The Notice must include: (1) the nature and basis of your Dispute or Claim; (2) identification or enclosure of all relevant documents and information; and (3) a description of the specific relief that you seek from us.
Providing Us an Opportunity to Informally Resolve Your Dispute. Before you may pursue or participate in any Dispute or Claim (or raise such Dispute or Claim as a defense) in arbitration against us, you must first send the Notice described above, and you must allow us a reasonable opportunity (not less than thirty (30) days) to resolve your Dispute or Claim. After we receive your Notice, the parties agree to negotiate in good faith with each other to try to resolve your Dispute or Claim.
Agreement to Participate in Binding Arbitration.
If the parties do not reach an informal resolution of your Dispute or Claim within thirty (30) days after we receive your written Notice, you may pursue your Dispute or Claim in arbitration. If the parties cannot reach an informal resolution to the Dispute or Claim within thirty (30) days after our receipt of your Notice, you may commence an arbitration proceeding by sending an arbitration demand (“Arbitration Demand”) to the following address: Euphoria Wellness Legal Department, Euphoria Wellness, 7780 S Jones Blvd Ste 105, Las Vegas, NV 89139. The parties agree to arbitrate any Dispute or Claim between them. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators generally can award the same damages and relief that a court can award.
You and Euphoria Wellness explicitly agree that the Federal Arbitration Act applies to this Agreement to Participate in Binding Arbitration.
Except as otherwise provided herein, upon either party filing an Arbitration Demand, the parties agree to splitting the filing, administration, and arbitrator. If you initiate an arbitration in which you seek more than $75,000 (exclusive of any filing, administration, arbitrator, or attorneys’ fees or other fees or expenses) in damages, the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”) will govern the payment of these fees. The AAA Rules, as modified by these Rules, will govern the arbitration. The AAA Rules are available online at www.adr.org, or by calling the AAA at 1-800-778-7879. If your Dispute or Claim is for $10,000 or less (exclusive of any filing, administration, arbitrator, or attorneys’ fees or other fees or expenses), we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing under the AAA Rules. If your Dispute or Claim exceeds $10,000 (exclusive of any filing, administration, arbitrator, or attorneys’ fees or other fees or expenses), the right to a hearing will be determined by the AAA Rules. Furthermore, if AAA at the time the arbitration is filed has Minimum Standards of Procedural Fairness for Consumer Arbitrations in effect which would be applicable to the matter in dispute, the Company agrees to provide the benefit of such Minimum Standards to you to the extent they are more favorable than the comparable arbitration provisions set forth in this arbitration provision, provided, however, that in no event may such Minimum Standards contravene or restrict the application of language in bold type below requiring individual arbitration and prohibiting class, representative or consolidated arbitration proceedings.
Unless the parties agree otherwise in writing, any arbitration hearings will take place in the county of Clark County, Nevada. One arbitrator, who is selected under the AAA Rules and who has expertise in consumer disputes, will conduct the arbitration. If no arbitrator possessing such expertise is available, then the arbitration will be conducted by a single arbitrator who is selected by the mutual written approval of the parties. Except as allowed under applicable law and the AAA Rules, the decisions of the arbitrator will be binding and conclusive on all parties. Judgment upon any award of the arbitrator may be entered by any court of competent jurisdiction. This provision will be specifically enforceable in any court. THE ARBITRATOR MUST FOLLOW THESE RULES AND CAN AWARD THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING ATTORNEYS’ FEES).
YOU AND THE COMPANY AGREE THAT:
ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION. NEITHER YOU NOR COMPANY SHALL BE A MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING, AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL DISPUTE OR CLAIM.
UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S DISPUTES OR CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
COMPANY DOES NOT CONSENT TO CLASS ARBITRATION. ACCORDINGLY, IF A COURT REFUSES TO ENFORCE THE ABOVE PROVISIONS REGARDING CLASS OR REPRESENTATIVE ACTIONS, THEN THIS AGREEMENT TO ARBITRATE SHALL BE UNENFORCEABLE AS TO YOU. WHETHER A DISPUTE OR CLAIM PROCEEDS IN COURT OR IN ARBITRATION, YOU AND COMPANY HEREBY WAIVE ANY RIGHT TO A JURY TRIAL.
This arbitration agreement covers any Dispute or Claim arising out of or relating to any aspect of the relationship between the parties, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, even if the Dispute or Claim arises or may arise before or after the period(s) during which you are using the Euphoria Wellness Programs and Features or our Services. For purposes of this arbitration provision, references to “the Company”, “we” and “us” include Euphoria Wellness Holdings, Inc., and each of their affiliates, and each such entity’s respective directors, officers, employees, shareholders, agents, suppliers and assignees. The AAA Rules evidence a transaction in interstate commerce and the Federal Arbitration Act governs the interpretation and enforcement of this section.
The parties must bring any Dispute or Claim hereunder (including any Dispute or Claim arising out of or related to the AAA Rules), within two (2) years after the Dispute or Claim arises, or the Dispute or Claim will be permanently barred. To the extent the law applicable under the Governing Law section below makes this limitations period unenforceable with respect to any Dispute(s) or Claim(s), then the statutes of limitations of the state whose laws govern the AAA Rules under the Governing Law section below shall apply.
We may make changes to this arbitration provision from time to time. You may reject any material changes by sending us written objection within thirty (30) days of the change to Euphoria Wellness Legal Department, Euphoria Wellness, 7780 S Jones Blvd Ste 105, Las Vegas, NV 89139. By rejecting any future material change, you are agreeing to arbitrate in accordance with the language of this provision. If you do not send written objection to any change as provided above, you are agreeing to arbitration in accordance with the changed language of this provision. To the extent that an arbitrator or court of applicable jurisdiction determines that applying any changes to this arbitration provision to any Disputes or Claims relating to prior events or circumstances would render this an illusory or unenforceable contract or otherwise violate your legal rights, such changes shall be applicable on a prospective basis only, with respect to events or circumstances occurring after the effective date of such changes, and in that case any Disputes or Claims relating to such prior events or circumstances shall be arbitrated in accordance with the language of this provision without such changes to the extent necessary to avoid these Terms being deemed illusory or unenforceable.
Governing Law. The AAA Rules, and any Dispute or Claim arising between you and the Company related in any way to the AAA Rules or any Euphoria Wellness Programs and Features or our Service, privacy, data security, collection, use and sharing, advertising, purchase transactions, points earnings, awards, balances, expiration, or transactions, sweepstakes, promotions, or any emails, texts, or other communications with you, or arising out of or relating to any aspect of the transactions or relationship between us, whether based on contract, tort, statute, or common law, will be governed by the laws of the State of Nevada, without regard to choice of law principles, save for and except the enforceability of this Agreement to Arbitrate, which shall be governed by the Federal Arbitration Act.
You acknowledge and agree that we do not have the ability, in every instance, to determine whether or not the points, rewards, prizes, or credits you earned or redeemed in any Rewards Program are considered reportable taxable earnings to you. You are therefore responsible for any and all tax liability arising from or associated with your use of the Euphoria Wellness Programs and Features or our Services, including liability arising from your accrual of Rewards Program points or your redemption of such points for cash or other value.
Notification of Changes
We reserve the right to make changes to these Terms from time to time in our sole discretion. If we decide to change these Terms, we will provide notice of such changes by sending you an administrative email and/or posting those changes in places on the Euphoria Wellness Programs and Features deemed appropriate by us so our users are always aware of the terms of their use of the Euphoria Wellness Programs and Features and our Services. Your continued use of any of the Euphoria Wellness Programs and Features or our Services after delivery of the administrative email to you or after the changes are posted constitutes your agreement to the changes. If you do not agree to the changes, please discontinue your use of such Euphoria Wellness Programs and Features and our Services. To the extent that an arbitrator or court of applicable jurisdiction determines that applying any changes to these Terms to any prior events or circumstances would render this an illusory or unenforceable contract, such changes shall be applicable on a prospective basis only, with respect to events or circumstances occurring after the date of such changes, to the extent necessary to avoid these Terms being deemed illusory or unenforceable. In any event, if you used any of the Euphoria Wellness Programs and Features or our Services pursuant to a prior version of these Terms that required a certain notice period to you prior to any changes being effective, any changes under these Terms will not be effective as to you until the previously-specified notice period has passed after the date of these Terms.
The Company’s failure to exercise or enforce any right or provision of these Terms will not be deemed to be a waiver of such right or provision. If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that (except as otherwise provided in these Terms) the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision or the provision shall be deemed severable, and the other provisions of these Terms remain in full force and effect. The paragraph or section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms represent the entire understanding of the parties regarding its subject matter, and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter, and may not be amended, altered or waived except in a writing signed by the party to be charged or as otherwise expressly provided herein. These Terms are binding upon and shall inure to the benefit of parties and their respective successors, heirs, executor, administrators, personal representatives and permitted assigns. You may not assign your rights or obligations hereunder without the Company’s prior written consent, and any such unauthorized assignment shall be null and void.