Client Agreement—Terms of Use

Welcome to Herbalo.com ("Herbal Groups, Inc."). This Agreement describes the terms and conditions applicable to your use of the Herbal Groups website ("Site"). By using your Account to access the Site, you are agreeing to be bound by all of the terms in this Agreement.

Definitions

The term "Content" applies to any data, material, information or comments of any type on the Site, as well as data, material, information, or comments provided by third parties. Where applicable, Content on the Site is subject to the following disclaimer: These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure or prevent disease.

Access

Herbal Groups, Inc. will provide you with access to the Site for the purpose of learning about Herbal Groups, Inc. and its products. By providing this access, Herbal Groups, Inc. is acting as an online information provider only. No identifying information about any person under the age of 18 should be included in any submission or e-mail to the Site.

This is a Contract

By acknowledging your acceptance of these terms and conditions, a contract will exist between you and Herbal Groups, Inc. Herbal Groups, Inc. agrees that it will honor its obligations contained here and in its Privacy Statement (which Herbal Groups, Inc. may change from time to time and which you accept so long as Herbal Groups, Inc. posts reasonable notice of such changes on the Site), as well as any other terms for providing service which we may place in writing from time to time.

In turn, you acknowledge that you are bound by the terms and conditions of this Client Agreement and that you will honor your promises to Herbal Groups, Inc. under this contract. Herbal Groups, Inc. reserves the right to modify and amend these terms, and to post the amended Terms of Use on the Site. By using the Site, you agree to abide by the applicable Terms of Use, as amended from time to time.

General Terms of Use

Herbal Groups, Inc. will use the information provided by you or collected about you as described in the Privacy Statement. Our current Privacy Statement is available at www.Herbalgroups.com . The Privacy Statement is hereby incorporated by reference into these Terms of Use. Please read the Privacy Statement.

Permitted Use/Proprietary Rights

All information and Content available on the Site, including all Content provided by the Content Providers, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights or laws, unless otherwise specified. You may not, without Herbal Groups, Inc. or the appropriate Content Provider's permission, download, copy, modify, display, or prepare derivative works based upon the Content on the Site. All rights not expressly granted herein are reserved.

Any reproduction, except for your personal non-commercial use, or republication, distribution, assignment, sublicense, sale or creation of derivative works, of all or any portion of the Content viewed or accessed from the Site without the express written permission of Herbal Groups, Inc. or the Content Providers is expressly prohibited. You may not copy, post, or upload any of Herbal Groups, Inc. Content to an Internet website, any public or private bulletin board system, or any other electronic network or Internet service, nor may you post any links between Site, and or any Content thereon, to any other website or location.

You understand and agree that the information and Content available on the Site may contain valuable proprietary rights and that any unauthorized, unlicensed, or prohibited disclosure, distribution, copying, or use of any kind of this information and Content ("Unauthorized Use") could result in substantial and irreparable harm to Herbal Groups, Inc. and/or the respective Content Providers. Any Unauthorized Use by you shall be deemed an infringement of the rights of Herbal Groups, Inc. or the respective Content Provider therein and shall constitute damage to the reputation and goodwill of Herbal Groups, Inc.. You agree to bear full responsibility for the consequences of any Unauthorized Use by you or anyone acting on your behalf, including without limitation, termination of your Herbal Groups, Inc. account, civil liability, and criminal prosecution. Notwithstanding any other remedies, you agree that Herbal Groups, Inc., or the appropriate Content Provider, shall be entitled as a matter of right, and without notice, to equitable relief by way of injunction or otherwise, in the event of any Unauthorized Use by you.

You acknowledge Herbal Groups, Inc. proprietary rights, including any and all copyrights and trademarks, in the Herbal Groups, Inc. name and the Site. The Herbal Groups, Inc. site includes the structure, sequence, organization, and look and feel of the Site, the database, listing, and transaction systems, and or the Content, where applicable, as well as the selection, arrangement and display of facts within Content, and in subjective or discretionary information (if any) needed by Herbal Groups, Inc. to any Content. You agree not to violate the applicable copyrights or trademarks, if any, protecting the Herbal Groups, Inc. site. You will indemnify Herbal Groups, Inc. for any and all costs and expenses (including attorneys' fees) associated with any legal action brought by or against you with respect to the Herbal Groups, Inc. site.

Anti-Spamming Policy

Herbal Groups maintains a strict anti-spam policy. No client at any time may send unsolicited e-mail as a way of promoting any Herbal Groups product or website. Anyone found to use non opt-in e-mail to promote an Herbal Groups property will have their account immediately disabled. This includes e-mail spamming, newsgroups, and IRC. If you violate this term of your agreement you will be terminated from the program and will not be paid. Spam complaints will be reported to the FBI.

Unauthorized Access of the Site

Unauthorized access of the Site, including by entering or monitoring the Site on any level other than through the Registration/Home Page, is expressly prohibited.

Linking and Framing Prohibited

You will not establish a link between any other website and this Site (or any Content on Site), or permit anyone else to establish such a link, either to the home page or to any other page herein. You will not frame any page or portion of this Site. The creation and/or the facilitation of the creation of links and/or frames to this Site and/or any Content is expressly prohibited and will be grounds for termination of your account.

Links to Third Party Websites

To facilitate your ability to obtain Content, Herbal Groups, Inc. may provide links on its Site to Content Providers, as well as other third parties. Through these links you are permitted to leave the Site. Herbal Groups, Inc. has no control over these linked websites and Herbal Groups, Inc. is not responsible in any way for the operation, content, practices, or legality of those websites. Herbal Groups, Inc. is providing these links solely for the convenience of its Clients. You hereby waive any claim you might have against Herbal Groups, Inc. with respect to these websites.

Disclaimer of Warranties

Herbal Groups, Inc. does not warrant or make any representations regarding the operation of the Site, the use, validity, or the results of the use of the materials or Content on this Site, the products or services obtained through this Site or any other websites linked to this Site, or any transactions entered into through this Site. You use any and all Content at your own risk. Herbal Groups, Inc. is not responsible for any errors or omissions or for the results obtained from the use of any information, provided on this Site.

While it makes every effort to make sure its Site is always available to you, Herbal Groups, Inc. does not guarantee that the Site, software, materials or products will be uninterrupted, timely, secure, or free of errors, or that any defects in the Site, software, materials or products will be corrected.

While it takes reasonable steps to prevent such problems, Herbal Groups, Inc. cannot guarantee or warrant that the Content, files, or information available on or for downloading from this Site will be free from infection, viruses, worms, Trojan horses or other codes that manifest contaminating or destructive properties. You understand and agree that any Content, files, or information downloaded or otherwise obtained through the use of this Site is at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such Content, files, or information. Herbal Groups, Inc. assumes no responsibility for the deletion of or failure to hold or store e-mail messages.

THE SITE AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. HERBAL GROUPS, INC. MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SITE OR THE CONTENT, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND HERBAL GROUPS, INC. SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OR MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. Check your state law.

Limitation of Liability

IN NO EVENT SHALL HERBAL GROUPS, INC., ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, BUSINESS PARTNERS, CUSTOMERS AND ANY OTHER AUTHORIZED AGENT OR REPRESENTATIVE OF HERBAL GROUPS, INC. HAVE ANY LIABILITY FOR ANY CLAIM, LOSS OR INJURY, INCLUDING WITHOUT LIMITATION AN INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO HERBAL GROUPS, INC. SERVICE, THE USE OR THE INABILITY TO USE THE SITE AND/OR ANY CONTENT, ANY CONTENT OR OTHER GOODS OR SERVICES PURCHASED, LICENSED, OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO BY MEANS OF OR THROUGH THE SITE, THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY USER CONTENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF ANY NEGLIGENCE OF HERBAL GROUPS, INC. OR ANY OF ITS AFFILIATES OR AGENTS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OR ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Release, Waiver and Covenant Not to Sue

To the fullest extent allowed by law, you hereby release and discharge Herbal Groups, Inc., its affiliates, officers, directors, shareholders, employees, business partners, customers and any other authorized agent or representative of Herbal Groups, Inc., from any and all liability associated with your use of the Site. This release shall apply to any and all claims, whether known or unknown, held by you.

With respect to the releases contained herein, the parties agree that this release fully and finally releases and forever resolves the actions and liabilities released herein, and each party hereby waive all benefits under Section 1542 of the California Civil Code, as well as under any other statutes or common law principles of similar effect. Each party acknowledges having read and understood Section 1542, which states as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

You hereby also agree and covenant not to sue, and expressly waives any and all claims against, Herbal Groups, Inc. for any claim that is released hereunder or for an amount in excess of the limitation of liability provided in this Agreement.

Indemnity

You agree to indemnify, defend, and hold Herbal Groups, Inc., its parents, subsidiaries, affiliates, officers, directors, employees, and agents harmless, at your sole expense, from and against any claim, action, legal proceeding, damages, liability, settlements, expenses (including reasonably attorneys' fees) and other costs arising out of or relating to (i) your breach of these Terms of Use or the documents it incorporates by reference; (ii) your negligence or misconduct; or (iii) a claim that your use of any Content infringes the copyright, trademark, trade secret, patent or other proprietary right of a third party. Herbal Groups, Inc. may, at its sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by Herbal Groups, Inc., however, shall not excuse any of your indemnity obligations.

Termination/Cancellation/Modification

Herbal Groups, Inc. may terminate this Agreement, with or without cause, at any time, without notice, and without penalty. The following provisions shall survive any termination of this Agreement: Permitted Use/Proprietary Rights; Unauthorized Access of Site; Linking and Framing Prohibited; Disclaimer of Warranties; Limitation of Liability; Release, Waiver and Covenant Not to Sue; Indemnity; and, Governing Law and Jurisdiction.

Herbal Groups, Inc. may change the Terms of Use at any time without notice by posting the changes on our Site. All changes shall automatically be effective 30 days after they are initially posted on our Site.

Governing Law and Jurisdiction

These Terms of Use shall be governed by and construed under the laws of the State of California without reference to conflict of laws principles. These Terms of Use are deemed entered into in Los Angeles County , California . All disputes arising out of or related to these Terms of Use, the services, or Site shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County , California , and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.

Entire Agreement

This is the entire agreement between the parties relating to the subject matter hereof and no waiver or modification of these Terms of Use shall be valid unless in writing and accepted by each party. The waiver of breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

THE USE OF THE CONTENT AVAILABLE THROUGH THIS SITE IS SUBJECT TO THE FOREGOING TERMS OF USE. BY SUBMITTING INFORMATION TO, OR ACCESSING INFORMATION FROM, THE SITE, YOU AGREE TO THE FOREGOING TERMS OF USE, NOTWITHSTANDING ANY LICENSE AGREEMENTS INTO WHICH YOU MAY SEPARATELY ENTER. THESE TERMS OF USE ARE A LEGAL AGREEMENT BETWEEN YOU AND HERBAL GROUPS, INC.. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT SUBMIT INFORMATION TO, OR ACCESS INFORMATION FROM, THE SITE.

The Terms of Use (as changed from time to time as provided herein) shall apply to each time you visit Site.

Last Updated February 10, 2004.

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