Last updated: November 3rd, 2020

Welcome and thank you for visiting Starwest Botanicals. The starwestherb.com website and its associated products and services (collectively, "Website") are provided by Starwest Botanicals.com, Inc. ("Starwest Botanicals"), a California corporation. By accessing or using the Website, however accessed, you manifest your intent and agree to be bound by this Terms of Use Agreement ("Agreement").

This Agreement and the terms contained herein is subject to change by Starwest Botanicals at any time, in its sole and absolute discretion, and without notice. Therefore, you are instructed to review the terms of this Agreement prior to using the Website. If you do not agree to the terms and conditions contained within this Agreement, you must discontinue your use of the Website immediately. Your continued use of the Website after a replacement, modification, or amendment of the terms of this Agreement will constitute your manifestation of assent to, and agreement with, any replacement, modification, or amendment herein.

Starwest Botanicals hereby incorporates its Privacy Policy as if fully restated herein. You are instructed to review Starwest Botanicals's Privacy Policy to understand the personal and personally identifiable information that Starwest Botanicals may collect from you when you use the Website and how Starwest Botanicals may use that personal or personally identifiable information.

NOTICE OF ARBITRATION. THIS TERMS OF USE AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER. EXCEPT AS OTHERWISE STATED UNDER THE TERMS OF THIS AGREEMENT, AND IF YOU DO NOT OPT-OUT OF ARBITRATION AS SET FORTH BELOW, YOU AGREE THAT ANY AND ALL DISPUTES BETWEEN YOU AND STARWEST BOTANICALS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS, OR PARTICIPATE IN, A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR ARBITRATION.

Eligibility to Use the Website

The Website is open to use to those who are age eighteen or above. By using the Website, you warrant that you are age eighteen (18) or above, are of sound mind, and have the capacity to agree to and uphold the terms and conditions contained within this Agreement. If you use the Website on behalf of a business entity or other third party, you warrant that you express actual authority to act as an agent of that business entity and third party and, as a component of that agency, have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity. You further warrant that you are not prohibited from entering into this Agreement by the terms of any preexisting agreement.

Privacy Policy

Starwest Botanicals hereby incorporates its Privacy Policy by reference as if fully restated herein.

Acceptable Use of the Website

When you use the Website, you agree to use it only for its customary and intended purposes and as permitted by the terms of this Agreement and any applicable law, regulation, statute, or ordinance. Additionally, you agree that you are responsible for any breach of your obligations under the terms of this Agreement and for any losses suffered by Starwest Botanicals for such a breach, including, but not limited to, monetary damages, costs, and attorneys' fees. You are expressly prohibited from using the Website to violate any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international, or to violate the rights of a third party, including, but not limited to, intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights. Additionally, you are expressly prohibited from:

• Attempting to access the Website other than through a standard web browser unless you have been permitted to do so by Starwest Botanicals through a separate, written agreement;
• Accessing or attempting to access the Website through automated means;
• Circumventing the technological protection measures of the Website;
• Posting or transmitting content intended to collect personal or personally identifiable information from users of the Website or third parties;
• Disrupting or otherwise interfering with the Website or its associated servers or networks;
• Scraping, reproducing, republishing, selling, reselling, duplicating, or trading the Website or its content;
• Diverting or attempting to divert customers of the Website to another website or service;
• Reverse engineering, decompiling, translating, or disassembling the Website or its content; and
• Encouraging or assisting any other party to do anything in violation of the terms of this Agreement.

Starwest Botanicals reserves the right to modify, amend, or terminate the Website or its associated content at any time and without prior notice. Starwest Botanicals also reserves the right to refuse service or access to the Website to any person or business entity at any time and without notice.

Limited License to Use the Website

You acknowledge and agree that the Website is the property of or is licensed by Starwest Botanicals and is protected under United States and international law, including, but not limited to, intellectual property laws and other personal and proprietary rights. You acknowledge and agree that your use of the Website is limited by the license granted under the terms of this Agreement, and you expressly agree that you will not use the Website in any manner not expressly authorized under the terms of this Agreement. Starwest Botanicals reserves all rights not expressly granted through this Agreement.

Starwest Botanicals provides you with a limited, non-exclusive, non-sublicensable, non-assignable, revocable, and royalty free license to use the Website for its customary and intended purposes. You are expressly prohibited from reproducing, preparing derivative works of, distributing copies of, publicly performing, and publicly displaying the Website.

Idea Submission Policy

Starwest Botanicals may provide you with the ability to submit ideas to Starwest Botanicals through the Website. If you submit ideas to Starwest Botanicals, you agree that any ideas that you submit to Starwest Botanicals will automatically become the property of Starwest Botanicals and that you will not be compensated for the submission, use, or implementation of the idea that you submitted to Starwest Botanicals. You understand and agree that Starwest Botanicals may use or redistribute any ideas that you submit to Starwest Botanicals for any purpose and in any way and that Starwest Botanicals has no obligation to keep any ideas submitted to Starwest Botanicals confidential.

User Account

Starwest Botanicals may provide you with the ability to register a user account ("User Account"), which may provide access to additional areas of the Website, including, but not limited to, those areas or functions of the Website that are only open to wholesale accounts. Your User Account is protected by a username and password. You recognize that you are solely responsible for maintaining the security and confidentiality of your username and password and that you are responsible for any unauthorized access to your User Account. In the event your User Account is accessed without your authorization, you agree to notify Starwest Botanicals immediately. Starwest Botanicals reserves the right to restrict access to, suspend, disable, or delete your User Account at any time, in its sole discretion, and without prior warning. By creating a User Account, Starwest Botanicals may contact you by any available means, including, but not limited to, by email.

Ordering and Website Policies

You understand and agree that the Website and your User Account may be subject to additional terms or policies, including, but not limited to, Starwest Botanicals' Wholesale Policies and Shipping Policies. Starwest Botanicals reserves the right to discontinue, modify, amend, or replace these policies at any time, without prior notice, and in its sole and absolute discretion. Your continued use of the Website after a change in any such policies constitutes your agreement with and manifestation of assent to any such changes.

Proprietary Rights

You understand and agree that the Website, including, but not limited to, its source code, data, selection and arrangement, executable code, structure, and organization, contains the valuable trade secrets and intellectual property of Starwest Botanicals. Under the terms of this Agreement, you do not acquire any ownership rights to the Website or the data or content contained therein. You acquire only a limited license to use the Website subject to the terms of this Agreement. All other rights are reserved by Starwest Botanicals.

Trademarks

You acknowledge and agree that any and all trademarks, trade names, design marks, or logos displayed on or through the Website by Starwest Botanicals, including, but not limited to, STARWEST BOTANICALS, are common law or registered trademarks owned by or licensed to Starwest Botanicals. You are expressly prohibited from using the trademarks of Starwest Botanicals to cause confusion in, to cause mistake in, or to deceive consumers, or from falsely designating the origin of, the source of, or the sponsorship of your goods or services. You are further prohibited from using the trademarks of Starwest Botanicals in domain names, in keyword advertisements, to trigger keyword advertisements, or in meta tags. All other trademarks, trade names, design marks, or logos are the property of their respective owners.

Term and Termination

The term of this Agreement will begin upon your first accessing of the Website and will continue until the earlier of the following: (i) Starwest Botanicals terminates your access to the Website; or (ii) you cease using the Website and terminate your Account. Starwest Botanicals reserves the right to terminate the Website or your access to the Website in its sole and absolute discretion and without prior notice.

Disclaimer Regarding Accuracy of Vendor Information

Product specifications and other information listed on the Website have either been provided by third party product vendors or collected from publicly available sources. While Starwest Botanicals makes every effort to ensure that the information on this Website is accurate, we can make no representations or warranties as to the accuracy or reliability of any information provided on the Website.

Starwest Botanicals makes no warranties or representations whatsoever with regard to any product provided or offered by any third party vendor, and you acknowledge that any reliance on representations and warranties provided by any third party vendor shall be at your own risk.

Disclaimer of Warranties and Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE IS PROVIDED ON AN "AS-IS" BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT STARWEST BOTANICALS WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE WEBSITE OR TRANSACTIONS THAT OCCUR THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS, AND ATTORNEYS' FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE WEBSITE OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT STARWEST BOTANICALS'S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO STARWEST BOTANICALS OR $1,000, WHICHEVER IS LESS.

STARWEST BOTANICALS EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY DAMAGE, INJURY, HARM, COST, EXPENSE, OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF ITEMS PURCHASED THROUGH THE WEBSITE. ITEMS PURCHASED THROUGH THE WEBSITE ARE PROVIDED WITHOUT EXPRESS, IMPLIED, OR STATUTORY WARRANTIES FROM STARWEST BOTANICALS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PUPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO SEEK LEGAL ADVICE TO DETERMINE IF THIS EXCLUSION APPLIES TO YOU.

STARWEST BOTANICALS WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY, WHETHER IN WARRANTY, CONTRACT, STRICT LIABILITY, TORT, PERSONAL INJURY, OR NEGLIGENCE, FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES OF ANY KIND ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE ITEMS PURCHASED THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DAMAGE TO PROPERTY, DEATH, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE. YOU ACKNOWLEDGE THAT YOUR USE OF ITEMS PURCHASED THROUGH THE WEBSITE IS AT YOUR SOLE RISK AND THAT STARWEST BOTANICALS'S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO STARWEST BOTANICALS OR $1,000, WHICHEVER IS LESS.

All information contained on the Website, including information relating to medical and health conditions, products, and treatments, is for informational purposes only. It is often summarized or presented in aggregate form. It is not meant to be a substitute for the advice provided by your own physician or other medical professionals or any information contained on or in any product packaging or labels. Starwest Botanicals is not responsible for any statements or claims that various manufacturers make about their products and cannot be held responsible for typographical errors or product formulation changes. THE INFORMATION CONTAINED ON THIS SITE SHOULD NOT BE USED FOR DIAGNOSING A HEALTH PROBLEM OR PRESCRIBING A MEDICATION. YOU SHOULD CAREFULLY CONSULT ALL INFORMATION PROVIDED BY THE MANUFACTURERS OF THE PRODUCTS ON OR IN THE PRODUCT PACKAGING AND LABELS BEFORE USING ANY PRODUCT PURCHASED ON THIS SITE. YOU SHOULD ALWAYS CONSULT YOUR OWN PHYSICIAN AND MEDICAL ADVISORS. INFORMATION AND STATEMENTS REGARDING DIETARY SUPPLEMENTS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION AND ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR ILLNESS.

Indemnification

You agree to indemnify, defend, and hold harmless Starwest Botanicals, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives, from and against any and all losses, including, but not limited to, costs and attorneys' fees, arising out of or related to (i) your use of the Website, (ii) your purchase of any item through the Website, (iii) your violation of any term or condition of this Agreement; (iv) your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; and (v) your violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend Starwest Botanicals will not provide you with the ability to control Starwest Botanicals' defense, and Starwest Botanicals reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.

Choice of Law and Stipulation to Jurisdiction

You and Starwest Botanicals agree that any dispute arising out of or related to this Agreement or your use of the Website, including, but not limited to, your purchase or use of products through the Website, will be governed by the laws of the State of California, without regard to its conflict of laws rules. Specifically, the validity, interpretation, and performance of this Agreement will not be governed by the United Nations Convention on the International Sale of Goods. Except for claims for injunctive relief by either party, you and Starwest Botanicals agree that any dispute or controversy arising out of, in relation to, or in connection with this Agreement or your use of the Website or products purchased through the Website, including, without limitation, any and all disputes, claims (whether in tort, contract, statutory, or otherwise), or disagreements concerning the existence, breach, interpretation, application, or termination of this Agreement, will be resolved by final and binding arbitration pursuant to the Federal Arbitration Act in Sacramento, California or, at the option of the party seeking relief, by telephone, online, or via written submissions alone, and be administered by the American Arbitration Association ("AAA") under the then in force Commercial Arbitration Rules by one arbitrator appointed in accordance with such rules. Such arbitration will be independent and impartial. If the parties fail to agree on the arbitrator within twenty (20) calendar days after the initiation of the arbitration hereunder, AAA will appoint the arbitrator.

This arbitration will be conducted in the English language. The decision of the arbitrator will be final and binding on the parties and judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section will prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The arbitrator shall award all fees and expenses, including reasonable attorney's fees, to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court of competent jurisdiction.

ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PURCHASE OR USE OF ITEMS FROM OR THROUGH THE WEBSITE, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND YOU AND STARWEST BOTANICALS EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN OR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS.

Any claims must be brought within one year of each applicable invoice or will otherwise be barred.

Force Majeure

Starwest Botanicals will not be responsible for any delay or failure in performance of the Website or its associated products arising out of any cause beyond Starwest Botanicals' control, such as acts of God, war, riots, fire, terrorist attacks, pandemics, power outages, severe weather, or other accidents.

Survivability

The representations, warranties, duties, and covenants made by you under this Agreement will survive the termination of this Agreement, your Account, or the Website, including, but not limited to, your duty to indemnify and defend Starwest Botanicals.

Interpretation

This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.

Assignment

You are expressly prohibited from assigning your rights and duties under this Agreement. Starwest Botanicals reserves the right to assign its rights and duties under this Agreement, including in a sale of Starwest Botanicals or its Website.

Waiver and Integration

No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.