ADULTS SIGNATURE REQUIRED UPON DELIVERY

1. User’s Acknowledgment and Acceptance of Terms

YOU MAY NOT USE THIS SITE IF YOU ARE UNDER THE AGE OF 21. FOR TOBACCO USE ONLY

The Heady Chimp (referred to as “us,” “we” or “The Heady Chimp”) provides the www.TheHeadyChimp.com site and www.Smokero.com various related services (together referred to as this “site”) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written agreement between us (or your company). In addition, when using particular services or materials on this site, users shall be subject to any posted guidelines or rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

BY COMPLETING THE REGISTRATION PROCESS AND/OR USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

These Terms of Use are effective as of April 1, 2019. We reserve the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this Site and these Terms of Use periodically and to be aware of any modifications. Your continued use of this Site after such modifications will constitute your acknowledgment of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

As used in these Terms of Use, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or its contents.

2. Description of Services

We make various services available on this Site including, but not limited too, providing a store for purchasing smoking paraphernalia for tobacco. Fees for the various products are set out elsewhere in this site. You are solely responsible for providing, at your own expense, all equipment necessary to use the website, including a computer and modem; and your own internet access (including payment of telephone service fees associated with such access).

There are two types of users on our Site. The first type are our dropshipping fulfillers. Fulfillers are the parties that submit their products for our review, to be approved for our catalog. Fulfillers are responsible to distribute the tobacco paraphernalia on the Site by submitting an application to become an approved Drop-shippers or on the site. The second type of users are general users, who may or may not purchase any products, but otherwise are interacting with the Site, whether through purchasing, browsing or just passing through.

You understand and agree that the services available on this Site are provided “AS IS” and that we assume responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. Refer to refund policy to see specific terms. (Hyperlink refund policy)

We reserve the sole right to either modify or discontinue the site, including any features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, the addition of fee-based services, or products. Any new features that augment or enhance the then-current services on this Site shall also be subject to these Terms of Use.

You understand and agree that temporary interruptions of the services available through this Site may occur as normal events. You further understand and agree that we have has no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the services available on this Site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

3. Registration Data and Privacy

Some of the services on the the Site are only available if you create an account with us, including setting up a shop or making a purchase. You may be required to create a separate account and password that can be obtained by completing our online registration form, which requests certain information and data about you (“Registration Data”), and maintaining and updating your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.

You also grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of this site, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use.

4. Payment of Fees

If you purchase a product on this Site that requires payment of a fee, you agree to pay all fees associated with such purchase. For all charges for purchases on this site, we will bill your credit card. You agree to provide us with accurate and complete billing information, including valid credit card information, your name, address and telephone number, and to provide us with any changes in such information within five (5) days of the change, as applicable.

If, for any reason, your credit card company refuses to pay the amount billed for the service, you agree that we may, at our option, suspend or terminate order and demand payment by other means acceptable to us. We may charge a fee for any costs associated with your credit card’s refusal.

In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

5. User Conduct on Site

“Users” are collectively defined as any person, whether natural or legal, that uses, browses, purchases through, sells, communicate posts, or otherwise interacts with the Site in anyway.

Your use of the Site is subject to all applicable laws and regulations, and you are solely responsible for the contents of your communications through the site. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through this site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content — including text, communications, software, images, sounds, data, or other information — that:

(a) Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;

(b) Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

(c) Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

(d) Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

(e) Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

(f) Impersonates any person or entity, including any of our employees or representatives.

We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of the site. We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through this site. However, we and our agents have the right at their sole discretion to remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for our site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content. See “Use of Your Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this Site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the Site may be available to you or other authorized users of the site. You shall not interfere with anyone else’s use and enjoyment of the Site or other similar services. Users who violate systems or network security may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your access to the website without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

Registered Drop-ship Fulfiller Code of Conduct

You may ingress, surf and utilize the Site and Site Content just for your own, business use, on a solitary PC, cell phone or other Internet-perfect gadgets to empower you to utilize the Site. You may not duplicate, replicate, change, appropriate, transmit, display, perform, distribute or generally utilize or misuse, through any methods or media, any of the Site Content.

By giving Your Content to us, you: (i) affirm and warrant that Your Content is unique to you, that you possess or generally control all of the rights in Your Content, or that you have the rights important to concede to us the license to Your Content allowed beneath, and that Your Content does not infringe any rights, including the rights of privacy, of any gathering and does not generally disregard the law; (ii) transfer to us and our partners a global, non-selective, completely paid-up, royalty free, unlimited, perpetual, permanent, completely transferable, assignable and completely sub-licensable right to duplicate, imitate, alter, adjust, circulate, transmit, interpret, show, perform, distribute, offer, adjust, make derivative works from, and generally utilize Your Content, for any reason that we may pick, in our sole discretion, and through any methods or media, regardless of whether now existing or later created, and without any compensation to you or any third-party (it being understood that the prior should incorporate the privilege to misuse any and all licensed property right or restrictive rights in Your Content including, without constraint, rights ensured under relevant copyright, trademark, trade secret, patent and different laws all through the world);(iii) you also agree that all of Your Content that is approved to be on our store is now the responsibility of The Heady Chimp LLC as long as it is on our site. and (iiii) reimburse and hold harmless the The Heady Chimp and their Affiliates from and against all cases, activities and actions and damages (including, without restriction, court costs, legal expenses, accounting charges and sums paid in settlement) that are identified with or result from your utilization of the Site, Your Content or its posting on, or accommodation to, the Site, and additionally your violation of these Terms or your representations and guarantees hereunder. You further agree to cooperate as reasonably required in the defense of any such claim or activity; nonetheless, we reserve the right, to assume our own defense and control of any matter subject to reimbursement by you.

We are in charge of maintaining your content, and we may remove your content from the Site whenever, for any and no reason, and without notice to you. We reserve the right, without any commitment, to screen and additionally review all materials published on the Site, or through the Site, by its users, and we are responsible for any such materials. In any case, we additionally reserve the right at all times to disclose any information as important to fulfil any laws, policies or government request, or to alter, decline to publish or thereafter expunge any data or materials, in entire or to some extent, that in our sole discretion are questionable or infringing upon these Terms or pertinent law. We may likewise enforce constraints on specific components or limit your access to part or the majority of the elements or services without notice or punishment if we believe that you are in breach of these Terms or appropriate law, or for some other reason, all without notice or risk.

A. Representing Yourself, Your Shop, and Your Listings Honestly

At The Heady Chimp, we value transparency. Transparency means that you honestly and accurately represent yourself, your items, and your business. By selling submitting your business and products to be sold on our site, you agree that you will:

1. Provide honest, accurate information about your business.

2. Accurately represent your items in listings and listing photos.

3. Respect the intellectual property of others. If you feel someone has violated your intellectual property rights, you can report it to us.

4. Not engage in fee avoidance.

5. Not create duplicate shops for the purpose of manipulating a search.

6. Not coordinate pricing with other sellers.

B. Communicating with Other Members and Privacy

You can communicate directly with your buyers or other Drop-shippers. Communicating is a great way for buyers to ask you questions about an item or an order. You may not, however, use any personal information to do any of the following activities:

1. Send unsolicited advertising or promotions, requests for donations, or spam;

2. Harass or abuse another member or violating our Anti-Discrimination Policy;

3. Contact someone after they have explicitly asked you not to; or

4. Interfering with a transaction or the business of another Drop-shippers .

C. Interference

Interference occurs when a Drop-shippers intentionally interferes with another Drop-shippers ’s shop in order to drive away their business. Interference is strictly prohibited on our Site. Examples of interference include:

1. Contacting another Drop-shippers to warn them away from a particular user, Drop-shippers , shop, or item;

2. Posting in public areas to demonstrate or discuss a dispute with another Drop-shippers ;

3. Purchasing from a Drop-shippers for the sole purpose of leaving a negative review;

4. Maliciously clicking on a competitor’s ads in order to drain that Drop-shippers ’s advertising budget, also known as “click fraud.”

D. Privacy and Protecting Personal Information

As a Drop-shippers , you may have access to other user’s information. You are responsible for protecting user’s personal information you receive or process, and you must comply with all relevant legal requirements. This includes applicable data protection and privacy laws that govern the ways in which you can use user information. These laws may require that you post and comply with your own privacy policy, which must be accessible to the Site user’s with whom you interact. Your privacy policy must be compatible with tour policy and these Terms.

E. Building a Positive Reputation Through Reviews

Reviews are a great way for you to build a reputation on the Site. Buyers can leave a review, and may be able to post a picture of their purchased product. On the rare occasion you receive an unfavorable review, you can reach out to the buyer or, if the review is less than 3 stars, leave a response. Reviews and your response to reviews may not:

1. Contain private information;

2. Contain obscene, racist, or harassing language or imagery;

3. Violate our anti-discrimination policy or law;

4. Contain prohibited medical or any drug claims;

5. Contain advertising or spam;

6. Be about things outside the seller’s control, such as a shipping carrier, The Heady Chimp or a third party;

7. Contain threats or extortion;

8. Undermine the integrity of our reviews system.

F. Providing Great Customer Service

We expect our Drop-shippers to provide a high level of customer service. By selling submitting your products to be sold on our site, you agree to:

1. Honor your shipping and processing times.Dropshippers are obligated to ship an item or otherwise complete a transaction with a buyer in a prompt manner, unless there is an exceptional circumstance. Please be aware that legal requirements for shipping times vary by country. Drop-shippers are also required to provide proof of delivery by inserting tracking information directly into our website.

2. Respond to inquiries in a timely manner.

3. Honor the commitments of The Heady Chimp’s shipping policy.

4. Resolve disagreements by contacting The Heady Chimp directly so we can contact the buyer.

5. If you are unable to complete an order, you must notify The Heady Chimp and cancel the order.

G. Responding to Requests for Cancellations, Returns, and Exchanges

Please be aware that in addition to this policy, each country has its own laws surrounding shipping, cancellations, returns, and exchanges. Please familiarize yourself with the laws of your own country and those of your buyers’ countries.

H. Cancellations

If you are unable to complete a transaction, you must notify us and cancel the transaction. If the buyer already submitted payment, we must issue a full refund. You are encouraged to keep proof of any refunds in the event a dispute arises.

I. European Union Right of Withdrawal

Buyers in the European Union (EU) may be entitled to a 14-day “right of withdrawal” after receiving an item, during which they may return an item for any reason. The details of this right vary by EU member state. The right of withdrawal does not apply to custom items or certain perishable goods. Rights with respect to digital items vary by EU member state.

J. Non-Delivery

A non-delivery occurs when a buyer places an order but does not receive the item. The following are examples of non-delivery cases:

1. There is no proof that the item was shipped to the buyer.

2. An item was not sent to the address provided on The Heady Chimp.

K. Not as Described

An item is not as described if the buyer can demonstrate that it is significantly different from your listing description or your photos. The following are examples of not as described cases:

1. The item received is a different color, model, version, or size.

2. The item has a different design or material.

3. The seller failed to disclose that an item is damaged or is missing parts.

4. The buyer received the incorrect quantity of items (e.g., the buyer purchased three items but only received two).

5. The item was advertised as authentic but is not authentic.

6. The condition of the item is misrepresented (e.g., the item is described as new but is used).

Not as Described cases can also be filed for late delivery. In order to qualify as late delivery, the buyer must provide proof that all of these conditions have been met:

1. The item(s) were ordered for a specific date or event.

2. The item(s) are rendered useless after that date.

3. The seller did not ship the item(s) according to their processing time or the date agreed upon in their communications.

If we determine that an item is not as described, we will be required to refund the order, including original shipping and return shipping.

For all other returns, please see our Return Policy, which is incorporated herein by reference.

6. Third Party Sites and Information

This Site may link you to other sites on the internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the Site or party by us, or any warranty of any kind, either express or implied.

7. Intellectual Property Information

Copyright (c) 2019 The Heady Chimp, LLC. All Rights Reserved.

For purposes of these Terms of Use, “content” is defined as any information, communications, software, photos, video, graphics, music, sounds, designs and other material and services that can be viewed by users on our site. This includes, but is in no way limited to, message boards, chat, and other original content.

By accepting these Terms of Use, you acknowledge and agree that all content presented to you on this Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of The Heady Chimp and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this Site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this site. Any unauthorized use of the materials appearing on this Site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of third parties. See “Use of Your Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this Site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of The Heady Chimp or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of The Heady Chimp or its Affiliates.

8. User’s Materials

Subject to our Privacy Policy, any communication or material that you transmit to this Site or to us, whether by electronic mail or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant us and our designated licensees a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of this Site believes its copyright, trademark or other property rights have been infringed by a posting on this site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed’

(b) Identification of the copyrighted work claimed to have been infringed;

(c) Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;

(d) Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;

(e) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and

(f) A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.

Designated Agent for Claimed Infringement:

The Heady Chimp

17331 NW 61st Ct S

Hialeah, FL 33015

support@theheadychimp.com

www.TheHeadyChimp.com

Your acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

9. Disclaimer of Warranties

AS SUCH, ALL PRODUCTS AND SERVICES ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND BY THE HEADY CHIMP, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (a) THE SERVICES AND PRODUCTS WILL MEET YOUR REQUIREMENTS, (b) THE SERVICES AND DELIVERY OF THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR PRODUCTS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (d) THE QUALITY OF ANY PRODUCTS OR SERVICES OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE WEBSITE AND SERVICES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE PRODUCTS OR SERVICES ON THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SITE OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the site, you may have the opportunities to engage in commercial transactions with other users and drop-shippers. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Before purchasing products and services on or through this site, review our Return Policy, which is incorporated by reference into these Terms of Use.

Content available through this Site often represents the opinions and judgments of an information provider, Site user, or other person or entity not connected with The Heady Chimp. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized The Heady Chimp spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this Site for further information, which policies are incorporated by reference into these Terms of Use.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms of Use and your use of this Site shall be limited to the amount you paid us for the services on the Site during the one (1) month period before the act giving rise to the liability.

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

11. Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use or misuse of this site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

12. Participation in Promotions

From time to time, this Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account, including any mail sent and any charges incurred. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof.

13. International Use

Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States, and accessing them from territories where the contents or products are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited.

14. Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this Site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1, 3, 5-11, and 18-20 of these Terms of Use, as well as your liability for any unpaid fees, shall survive any termination.

15. Governing Law

This Site (excluding any linked sites) is controlled by us from our offices within the State of Florida, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Florida, by accessing this Site both of us agree that the statutes and laws of the State of Florida, without regard to the choice and conflict of laws principles thereof, will apply to all matters relating to the use of this Site and the purchase of products and services available through this site. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue of the District Court of Miami-Dade County and the United States District Court for the Southern District of Florida with respect to such matters.

16. Notices

All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. Notices to us must be sent to the attention of Customer Service at support@theheadychimp.com, if by email, or at The Heady Chimp, 17331 NW 61st Ct S, Hialeah, FL 33015 if by conventional mail. Notices to you may be sent either to the e-mail address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the Site to inform you of changes to the Site or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (a) on the delivery date if delivered personally to the party; (b) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (c) five business days after the mailing date, if sent by US mail, return receipt requested; (d) on the delivery date if transmitted by confirmed facsimile; or (e) on the delivery date if transmitted by confirmed e-mail.

17. Entire Agreement

These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

18. Miscellaneous

In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Terms of Use to any thing party, and any purported attempt to do so shall be null and void. We may free assign our rights and obligations under these Terms of Use.

You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this site, or use of or access to this site.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

19. Contact Information

Except as explicitly noted on this site, the services available through this Site are offered by The Heady Chimp, a Florida limited liability company, located at 17331 NW 61st Ct S, Hialeah, FL 33015. Our telephone number is ___. If you are a California resident, you may have this same information e-mailed to you by sending a letter to the foregoing address with your e-mail address and a request for this information. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 11, Sacramento, CA 95834, or by telephone at (800) 952-5210. If you notice that any user is violating these Terms of Use, please contact us at support@theheadychimp.com.