Terms of service

Wyld Notes Terms of Service

Last updated January 2, 2025

Please read these Website Terms of Service (collectively with Wyld Notes’s Privacy Policy, the “Website Terms of Service or Terms of Service”) fully and carefully before using wyldnotes.com (the “Site”) and the services, features, promotions, credits, content, applications, or products offered by Wyld Notes, LLC and its affiliates (“we”, “us”, “our” or “Wyld Notes”) (together with the Site and the Application (as defined below), the ”Services”) in the United States. If you are using the Services outside of the United States, a location-specific set of terms may apply to you instead, so please check the applicable country-specific website.

These Terms of Service set forth the legally binding terms and conditions for your use of the Site and the Services and your purchase of the products.

ACCEPTANCE OF TERMS OF SERVICE

  1. By registering with and/or using the Services on the Site in any manner, including, but not limited to, visiting, browsing or making purchases through the Site or our mobile application (the “Application”), you agree to these Terms of Service and all other operating rules, that may be published from time to time on the Site or through the Services by us, each of which is incorporated by reference and each of which may be updated by us from time to time. If you do not accept these Terms of Service, you are not permitted to, and you must not, access or use the Services or purchase products or services from us.
  2. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
  3. These Terms of Service apply to all users of the Services, including, without limitation, registered and unregistered users. We have a Privacy Policy that you should refer to in order to fully understand how we collect and use your information, which Privacy Policy is hereby incorporated by reference into these Terms of Service.
  4. ARBITRATION NOTICE AND CLASS ACTION WAIVER, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS DETAILED IN THE “DISPUTE” SECTION BELOW.

ELIGIBILITY

You represent and warrant that you are at least 18 years of age, or if you are under 18 years of age you may only use the Website with the consent of a parent or guardian. We may, in our sole discretion, refuse to offer the Services to any person or entity and change our eligibility criteria at any time. You are solely responsible for ensuring that your use of these Services complies with all laws, rules and regulations applicable to you, and your right to access the Services is revoked where these Terms of Service, your use of the Services, or the offer, sale or provision of the Services is prohibited by or conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

REGISTRATION

To make purchases or access certain services, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update your information as necessary. You are responsible for maintaining the confidentiality of your account and password and for all activities that occur under your account.

You should never publish, distribute, or post login information for your Account. You may delete your Account, either directly or through the Deletion Request Process made to one of our employees or affiliates.

CONTENT DEFINITION

For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, illustrations, videos, audio clips, artwork, interfaces, products, written posts and comments, software, scripts, graphics, interactive features and other content generated, provided or otherwise made accessible on or through the Services. While we try to make sure that all Content contained in the Services (other than any user-generated content, if applicable) is correct, it is not intended to be legal authority or advice on which reliance should be placed. Information made available through the Services is not a substitute for information from experts or professionals in the applicable area. You acknowledge that all Content accessed by you while using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

NOTICES AND RESTRICTIONS

The Services may contain Content specifically provided by us or any contractual partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information and restrictions contained in any Content accessed through the Services. You shall not sell, license, rent or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services as contemplated by us and these Terms of Service is expressly prohibited without prior written permission from us.

Wyld Notes® and other Wyld Notes trademarks, service marks, graphics and logos used in connection with the Services are trademarks or registered trademarks of Wyld Notes (collectively “Wyld Notes Marks”). Other trademarks, service marks, graphics and logos used in connection with the Services are the trademarks of their respective owners (collectively “Third-Party Marks”). The Wyld Notes Marks and Third-Party Marks may not be copied, imitated, or used, in whole or in part, without the prior written permission of Wyld Notes or the applicable trademark holder.

USE LICENSE

The Content, as well as the design, structure, selection, coordination, expression, “look and feel” and arrangement of the Services, are owned, controlled, and licensed by Wyld Notes or its licensors, unless otherwise indicated. Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services in accord with this Site and Services and any other applicable agreement entered into with Wyld Notes.

AVAILABILITY OF CONTENT

We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right, but do not have any obligation, to (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) remove or block any Content from the Services.

TEXT MARKETING & NOTIFICATIONS

By consenting to Wyld Notes’s SMS marketing in the checkout and initializing a purchase or subscribing via our subscription tools, you agree to receive recurring text notifications (for your order, including abandoned checkout reminders), text marketing offers, and transactional texts, including requests for reviews from us, even if your mobile number is registered on any state or federal do-not-call list. Message frequency varies. Consent is not a condition of purchase.

If you wish to unsubscribe from receiving text marketing messages and notifications, reply with STOP to any mobile message sent from us or use the unsubscribe link we provided you within any of our messages. You understand and agree that alternative methods of opting out, such as using alternative words or requests, will not be considered a reasonable means of opting out. We do not charge for the service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message and data rates may apply.

For any questions, please text HELP to the number you received the messages from. You can also contact us at hello@wyldnotes.com. for more information.

We have the right to modify any telephone number or short code we use to operate the service at any time. You will be notified on such occasions. You agree that any messages you send to a telephone number or short code we have changed, including any STOP or HELP requests, may not be received, and we will not be liable for honoring requests made in such messages.

To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the service, any errors in such information, and/or any action you may or may not take in reliance on the information or Service.

Your right to privacy is important to us. You can see our Privacy Policy  to determine how we collect and use your personal information.

CONSENT TO BE CONTACTED

You agree that we (and others on its behalf) may contact you at the e-mail address and/or telephone number that you provided when registering, if applicable, (and any other e-mail and/or telephone number that you provide) via Internet and/or text message (whether manually or automatically dialed) and telephone call (whether manually or automatically dialed, and whether using live, artificial, or prerecorded voices). You also agree that such communication may include, without limitation, communications about your account and order notifications, communications regarding consumer inquiries and attempts to collect debts owed to Wyld Notes. You acknowledge that message and data rates may apply to such communications. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR CONSENT TO SUCH COMMUNICATIONS IS A MATERIAL TERM OF THIS AGREEMENT, IS GIVEN AS BARGAINED-FOR CONSIDERATION, AND CANNOT BE UNILATERALLY REVOKED OR MODIFIED.

USER CONTENT

Any Content that is submitted to us or to the Services by users, or otherwise added, uploaded, distributed, or posted to the Services, whether publicly or privately transmitted, including, without limitation, product reviews, survey responses and comments (“User Content”), is the sole responsibility of the person who originated such User Content. User Content also includes Content provided by users through third party services such as a user’s social media account (e.g., Facebook, Instagram, etc.) if such Content mentions, tags or otherwise interacts with Wyld Notes, the Site, the Services or any of our products or services. You represent that all User Content submitted by you is accurate, complete, up-to-date and in compliance with all applicable laws, rules and regulations. User Content that you submit must not: (i) contain any content that infringes intellectual property rights, data protection or privacy rights of an individual; (ii) be defamatory or threatening; (iii) impersonate any person or entity; (iv) contain unauthorized advertising; or transmit or distribute any virus and/or other code that has contaminating or destructive elements. We make no representations, warranties, or guarantees with respect to any User Content that you access on or through the Services.

By submitting User Content through the Services, you hereby grant us a worldwide, perpetual, irrevocable, non-exclusive, sub-licensable (through multiple tiers), fully paid, royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), edit, modify, and make derivative works from your User Content (including, without limitation, your name and likeness, photographs, and testimonials) for any purpose whatsoever, commercial, or otherwise, without compensation to you. You also hereby do and shall grant each user of the Site and/or the Services a non-exclusive, perpetual license to access your User Content through the Site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the Services. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in your User Content. For clarity, the foregoing license granted to us and our users, does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including, without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights or any other intellectual property or proprietary rights.

Any feedback, reviews, comments, suggestions or recommendations for modifications, improvements, or changes to the Services that you provide to us (“Feedback”) shall be solely owned by us (including all intellectual property rights therein and thereto). You hereby irrevocably assign to us and agree to irrevocably assign to us all your right, title and interest in and to all Feedback, including, without limitation, all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us to acquire, perfect and maintain our intellectual property rights and other legal protections for the Feedback.

RULES OF CONDUCT

  1. As a condition of use, you agree not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all your activity in connection with the Services.
  2. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; (vii) distribute information you know is false, misleading, untruthful, unlawful, or inaccurate; (viii) upload any software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of ours or of any third party; or (ix) otherwise take any action in violation of our guidelines and policies.
  3. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including, without limitation, any application); (ii) modify, translate or otherwise create derivative works of any part of the Services; or (iii) copy, rent, lease, distribute or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
  4. We also reserve the right to access, read, preserve and disclose any information or content as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including, without limitation, the investigation of potential violations hereof; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our users and the public.

THIRD PARTY SERVICES

The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

ORDERING, DELIVERY, PAYMENTS AND BILLING

PAID SERVICES AND TERMS OF SALE

Certain of our Services, including the purchase of any products or subscriptions offered by us, may be subject to payments now or in the future (the “Paid Services”). Product refunds and returns are governed by the following policy:

WYLD NOTES RETURN AND REFUND POLICY

We want you to be completely satisfied with your Wyld Notes purchase. If for any reason you are not satisfied, we accept returns under the following conditions:

  • You can return full size 50ml bottles within 5 days of delivery.  Returns are accepted even if the bottle has been opened.
  • Discovery Set: Our Discovery Set includes a $20 credit, so you can try all the scents and decide which one you love before committing to a larger bottle. Discovery Sets are not eligible for returns.
  • To initiate a return, please email us at hello@wyldnotes.com,  and we will provide you with detailed instructions on how to proceed.

Shipping expenses including  those incurred to ship the product back are non-refundable and will not be covered as part of the return.

All refunds will be processed to the original payment method used for the purchase.

BILLING

We may use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Site (your “Billing Account”) for the Paid Services. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms of Service and in accord with our Privacy Policy. We are not responsible for errors by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payments using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

PAYMENT METHOD

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

CURRENT INFORMATION REQUIRED

You must provide current, complete, and accurate information for your Billing Account. You must promptly update all information to keep your Billing Account current, complete and accurate (such as a change in billing address, credit card number or credit card expiration date), and you must promptly notify us or our Payment Processor if your Payment Method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made in your Account Manager. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

CHANGE IN AMOUNT AUTHORIZED

If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. If, on receipt of such notice, you do not wish to continue with the purchase, you may cancel at any time before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

COUPON CODES

Coupon codes have no cash value and cannot be redeemable for cash and cannot be combined with any other offers. Limit one coupon code per order. Coupon codes generally expire and are no longer valid for redemption 30 days after their date of generation, but certain coupon codes may have their own redemption period as specified in connection with the coupon code itself. The unauthorized reproduction, resale, modification or trade of coupon codes is prohibited. Coupon codes are void where prohibited, taxed or restricted. Wyld Notes reserves the right to change or limit coupon codes in its sole discretion.

DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE

Claims of Copyright Infringement and Related Issues

We respect the intellectual property rights of others. Anyone who believes their work has been reproduced in a way that constitutes copyright infringement may notify our agent by providing the following information:

  • a. Identification of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the site;
  • b. Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located so that the copyright agent can locate it;
  • c. Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint;
  • d. A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agents, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.

Upon obtaining such knowledge we will act expeditiously to remove, or disable access to, the material. Please be aware that there are substantial penalties for false claims.

If a notice of copyright infringement has been wrongly filed against you, you may submit a counter notification to our agent. A valid counter notification is written communication that incorporates the following elements:

  • a. A physical or electronic signature of the poster;
  • b. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • c. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
  • d. Your name, address, and telephone number; a statement that you consent to the jurisdiction of federal district court for the judicial district in which your address is located, or if your address is located outside of the U.S., for any judicial district in which the service provider may be found; and that you will accept service of process from the complainant.

Notices of the foregoing copyright issues should be sent as follows:

By e-mail: hello@wyldnotes.com If you give notice of copyright infringement by e-mail, an agent may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action.

This information should not be construed as legal advice. We recommend you seek independent legal counsel before filing a notification or counter-notification. For further information about the DMCA, please visit the website of the United States Copyright Office at: http://www.copyright.gov.

TERMINATION

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. Any fees paid hereunder are non- refundable. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity provisions and limitations of liability.

WARRANTY DISCLAIMER AND RELEASE

We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding which users gain access to the Services, or how you may interpret or use the Content. You release us and our officers, directors and employees from all liability arising out of or relating to your having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance or legality of material or Content contained in or accessed through the Services.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

INDEMNIFICATION

You shall defend, indemnify, and hold harmless us and our employees, contractors, directors, officers, suppliers and representatives from all liabilities, claims and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services or Content in violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

LIMITATION OF LIABILITY

TO THE GREATEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE OR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (III) FOR ANY DIRECT DAMAGES IN EXCESS (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $100.00. THESE LIMITATIONS WILL ONLY APPLY TO THE EXTENT PERMITTED BY LAW AND DO NOT APPLY TO DEATH OR PERSONAL INJURY RESULTING FROM OUR ACTS OR OMISSIONS OR TO LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

DISPUTES

ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

By using or purchasing Wyld Notes products or services, you agree that any controversy or claim arising out of or relating to the Terms of Service, or the breach thereof, or your access to use Wyld Notes’s website or the service of the materials, or any alleged violation of any federal or state or local law, statute or ordinance, will be settled by arbitration. You and we agree that in order to promote the fullest extent reasonably possible a mutually amicable resolution of the dispute in a timely, efficient, and cost-effective manner, you and we will waive their respective rights to a trial by jury and settle their dispute by submitting the controversy to binding arbitration. You and we waive all rights to trial by jury or to any court.

The arbitration will be filed with, and administered by, Judicial Arbitration and Mediation Services (“JAMS”) under its rules and procedures. Copies of the rules and procedures are available at the JAMS website at jamsadr.com and will be emailed to you upon request to hello@wyldnotes.com

The arbitrator(s) has the authority to determine jurisdiction and arbitrability issues as a preliminary matter, except the arbitrator(s) shall not have the authority to determine whether the arbitration can proceed on behalf of or against a class.

Arbitration Procedures:

THIS INDIVIDUAL ARBITRATION AGREEMENT AFFECTS HOW ANY DISPUTE OF WHATEVER NATURE ARISING BETWEEN YOU, ON THE ONE HAND, AND WYLD NOTES AND/OR THE RELATED PARTIES, ON THE OTHER, SHALL BE RESOLVED. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO PROMOTE TO THE FULLEST EXTENT REASONABLY POSSIBLE A MUTUALLY AMICABLE RESOLUTION OF DISPUTES IN A TIMELY, EFFICIENT, AND COST-EFFECTIVE MANNER, THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL OR ANY COURT.

You and Wyld Notes (each, together with, as applicable, each of the Related Parties, a “Party” and collectively, the “Parties”) understand and agree that this Individual Arbitration Agreement operates as a separate and distinct agreement between the Parties that is severable from the remainder of the Agreement and is enforceable regardless of the enforceability of any other provision of the Agreement. The Parties further understand and agree that the unenforceability of the Agreement in whole or in part shall not support a finding that this Individual Arbitration Agreement is unenforceable. Consideration for this Individual Arbitration Agreement includes, without limitation, the Parties’ mutual agreement to arbitrate Disputes.

Notwithstanding anything to the contrary in the Agreement, any amendment by Wyld Notes to this Individual Arbitration Agreement shall take effect only upon your express agreement to such amendment. You may indicate agreement to such proposed amendment by following the instructions accompanying the proposed amendment. Wyld Notes may terminate the Agreement if you not agree to a proposed amendment to the Individual Arbitration Agreement within thirty (30) days after notice of the amendment is provided. Any such amendment shall apply to all claims or other Disputes brought by the Parties on or after the effective date of the amendment, regardless of the date of occurrence or accrual of any facts underlying such claims or Disputes.

Although the Agreement is made and entered into between you and Wyld Notes, Wyld Notes’s affiliates, owners, members, managers, directors, and employees (the “Related Parties”) are intended third-party beneficiaries of the Agreement for purposes of the provisions of the Agreement referring specifically to them, including but not limited to this Individual Arbitration Agreement. The Parties acknowledge that nothing contained herein is intended to create any involvement by, responsibility of, or liability for, the Related Parties with respect to any dealings between You and Wyld Notes , and the Parties further acknowledge that nothing contained herein shall be argued by any of them to constitute any waiver by the Related Parties of any defense that Related Parties may otherwise have concerning whether they can properly be made a party to any Dispute between the Parties.

If any provision of this Individual Arbitration Agreement, in its current form or as may be amended, is found to be invalid or unenforceable for any reason, such provision shall be severed, and the severed provision shall be reformed only to the extent necessary to make it enforceable. The balance of the Individual Arbitration Agreement will remain in full force and effect.

Except as otherwise provided herein, any controversy, claim or dispute of whatever nature arising between Brand Partner, on the one hand, and Wyld Notes and/or the Related Parties, on the other, including but not limited to those arising out of or relating to the Agreement or the breach thereof; the sale, purchase or use of Wyld Notes products or services; or the commercial, economic or other relationship of the Parties, whether such claim is based on rights, privileges or interests recognized by or based upon statute, contract, tort, civil law, common law or otherwise (“Dispute”) shall be settled through binding arbitration as provided herein.

Except as provided herein, all Disputes shall be submitted for resolution to binding arbitration Arbitrations shall be held in the state in which you reside, in accordance with the rules and the Judicial Arbitration and Media Services (JAMS) and this Individual Arbitration Agreement, which shall control in the event of any conflict, unless the laws of the state or province in which the Brand Partner resides expressly require otherwise. The JAMS rules and procedures are available at jamsadr.com

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES (INCLUDING THE RELATED PARTIES) AGREE THAT EACH PARTY MAY ASSERT A CLAIM OR COUNTERCLAIM IN THAT PARTY’S INDIVIDUAL CAPACITY ONLY AND NOT AS A CLAIMANT, PLAINTIFF, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE JAMS RULES, THE ARBITRATOR(S) SHALL HAVE NO AUTHORITY TO HEAR THE PARTIES’ DISPUTES ON A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE BASIS AND, ACCORDINLY, THE ARBITRATOR(S) MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S DISPUTES AND MAY NOT OTHERWISE PRESIDE OVER ANY PROCEEDING ON A NON-INDIVIDUAL BASIS EXCEPT WITH THE WRITTEN CONSENT OF ALL PARTIES TO AN ARBITRATION PROCEEDING.

TO THE EXTENT THAT WAIVER OF THE RIGHT TO HAVE ANY CLAIM OR COUNTERCLAIM HEARD ON A REPRESENTATIVE BASIS IS NOT PERMITTED BY LAW, THE PARTIES AGREE THAT SUCH CLAIMS SHALL BE STAYED PENDING THE OUTCOME OF ANY INDIVIDUAL DISPUTES IN ARBITRATION. THE PARTIES FURTHER AGREE THAT IF SUCH A STAY IS LIFTED, UNLESS PROHIBITED BY APPLICABLE LAW, SUCH CLAIMS SHALL BE LITIGATED IN ACCORDANCE WITH THE GOVERNING LAW, JURISDICTION, AND VENUE PROVISION FOUND IN SECTION B.

Arbitration Procedures: Notwithstanding the rules of JAMS, the following will apply to all arbitration actions:

    • The Parties agree that time is of the essence.
    • The arbitration will be conducted in local language (with appropriate translators as may be necessary).
    • The Parties will be allotted equal time to present their respective cases, including cross-examinations.
    • The decision of the arbitrator will be final and binding on the Parties and may, if necessary, be reduced to a judgment in a court of law, except that a Party may choose to appeal certain arbitration awards as described below. Further, to the fullest extent allowed by law, any Party seeking to enforce an award of an arbitrator(s) shall submit the award under seal to maintain protections of Confidential Information, and the Parties hereby agree and consent to the filing of such a submission, motion, or order under seal.
    • The arbitrator(s) will have no authority to award punitive damages, except where an applicable law or statute expressly require otherwise.

Notwithstanding the rules of JAMS, certain procedures will apply depending on the amount in controversy. For Disputes in which the amount in controversy is less than USD$1,000,000.00 (one million dollars), the following procedures will apply absent mutual agreement of the Parties to the contrary:

    • The arbitration will occur within 180 days from the date on which the arbitrator is appointed, and the final hearing will last no more than five business days.
    • There will be one arbitrator selected from the roster of JAMS neutrals, using the JAMS rules for arbitrator selection.
    • The arbitrator shall institute discovery consistent with the goals of arbitration. Discovery and disclosure of information will be conducted under the rules provided by JAMS to achieve the usual goals of arbitration, including cost effective and efficient resolution of disputes between parties.
    • For controversies and claims in which the amount in controversy is equal to or exceeds USD$1,000,000.00, the following procedures will apply absent mutual agreement of the Parties to the contrary:
    • There will be three arbitrators selected from the roster of JAMS neutrals, using the JAMS rules for arbitrator selection.
    • The Parties will be entitled to appeal any arbitration award to an Appeal Panel under the JAMS Optional Arbitration Appeal Procedures. The Parties agree to request oral argument for any appeal filed under the Optional Arbitration Appeal Procedures.

Except as provided herein, the arbitrator(s) shall have the exclusive power to determine and rule upon challenges to the arbitrator’s jurisdiction to preside over the Dispute, including any objections with respect to the existence, scope, or validity of this Individual Arbitration Agreement and/or to the arbitrability of any Dispute.

The Parties understand and agree that Wyld Notes has valuable trade secrets and Confidential Information, as defined in the Agreement. The Parties agree to take all necessary steps to protect from public disclosure such trade secrets and Confidential Information in any proceeding brought pursuant to this Individual Arbitration Agreement.

Costs of Arbitration: Wyld Notes shall reimburse you for all filing, administration, and arbitrator fees associated with the arbitration proceedings commenced pursuant to the provisions of this Individual Arbitration Agreement. Notwithstanding the forgoing sentence, to the fullest extent permitted under the law, you will be responsible for all additional fees and costs incurred in the arbitration, including, without limitation, their attorney and expert witness fees and costs.

Temporary Injunctive and Enforcement Relief: Except as provided below, no Party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute until such matter has been submitted and determined as provided here, and then only for the enforcement of such arbitration award. Notwithstanding this Individual Arbitration Agreement, any Party may apply to a court of competent jurisdiction as necessary to enforce an arbitration award, or to seek a temporary restraining order or temporary or preliminary injunction to ensure that the relief sought in arbitration is not rendered ineffectual during the pendency of, or after the rendition of, a decision in any arbitration proceeding. Therefore, you agrees that Wyld Notes shall be entitled to obtain preliminary injunctive relief, a temporary restraining order, specific performance, or such other equitable relief as may be required to prevent the Brand Partner from breaching or threatening to breach such provisions and covenants. Furthermore, notwithstanding anything to the contrary herein, to the extent a Party contests the jurisdiction of a state or federal court to preside over claims for a temporary restraining order or temporary or preliminary injunctive relief as described above, the court in which such claim is made shall have exclusive jurisdiction to determine whether it has jurisdiction to preside and rule upon a Party’s request for the court to issue a temporary restraining order or temporary or preliminary injunction. The institution of any action shall not constitute a waiver of the right or obligation of any Party to submit any claim seeking relief other than that provided in this paragraph to arbitration.

Bellwether Arbitration Procedures: Notwithstanding any provision of the JAMS Rules, these bellwether procedures shall be used when more than 10 arbitration cases pending at the same time present substantially similar or overlapping allegations of fact or law. Notwithstanding anything to the contrary provided herein, a court of competent jurisdiction, and not JAMS or an arbitrator, shall resolve any dispute over whether these bellwether procedures apply to any group of claims.

The Parties recognize and agree that a large number of arbitration cases with similar allegations will impose excessive transaction costs regardless of the cases’ merit or lack of merit. The Parties also recognize and agree that it is logistically difficult or impossible to arbitrate simultaneously large numbers of substantially similar cases. The Parties therefore agree to use bellwether litigation procedures similar to those that courts use in mass-tort cases, based on the judiciary’s experience that, after one or a few cases are tried to verdict, most or all of the other cases settle or otherwise resolve themselves.

The Parties thus agree that, to the maximum extent permitted by law, no more than 10 cases/arbitrations will be active at any one time. All remaining cases will be stayed, with the statute of limitations tolled. The Parties understand and agree that if these bellwether arbitration procedures apply, then adjudication of the Dispute may be delayed. Unless the Dispute resolves in advance, and notwithstanding anything to the contrary herein, the arbitrator(s) shall render their final and binding decision in any Dispute subject to these bellwether procedures within 180 days of the initial pre-hearing conference.

As soon as one of the original active cases is resolved (by decision, settlement, or otherwise), a stayed arbitration shall replace it on the list of 10 active cases/arbitrations. Except as provided below, cases shall be placed on or moved to the active list in the order in which demands for arbitration are first received. Until a case is on or is moved to the list of 10 active cases, the sum any Party paid to initiate a case shall be refunded, and no Party shall have any obligation to pay any JAMS or arbitrator fees.

If you claim exceptional hardship from any delay pursuant to this bellwether procedure, you may petition Wyld Notes to waive the 10-case limit for that case. If Wyld Notes does not agree, you may petition JAMS to place the case/arbitration on the list of 10 active cases, on the ground that delay will impose exceptional hardship. If JAMS finds exceptional hardship and grants the petition, JAMS shall (based on its determination of relative hardship) remove one other case from the list of 10 active cases/arbitrations and place it at the head of the list of stayed cases. Under no circumstances shall JAMS place more than 10 cases/arbitrations into active status. If more than 10 hardship applications are granted, JAMS shall determine which 10 cases/arbitrations shall proceed first, based on its determination of relative hardship.

WAIVER OF CLASS ACTIONS

YOU AND WYLD NOTES AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING, WITHOUT LIMITATION, FEDERAL OR STATE CLASS ACTIONS OR CLASS ARBITRATIONS. GOVERNING LAW AND JURISDICTION

Subject to the Disputes section above, these Terms of Service shall be governed by and construed in accordance with the laws of the State of Utah, including its conflicts of law rules, and the laws of the United States of America. Subject to the Disputes section above, you agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and federal courts in Salt Lake City, Utah.

MODIFICATION

We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend or discontinue the Services, in whole or in part, (including, without limitation, the availability of any feature, database or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will use commercially reasonable efforts to timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Subject to the Disputes section, your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.

MISCELLANEOUS

ENTIRE AGREEMENT AND SEVERABILITY

These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site and the Application, and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

FORCE MAJEURE

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, acts of God, pandemic or disease epidemic, embargoes, or blockades, national or regional emergency, or flood, fire or explosion.

ASSIGNMENT

These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

AGENCY

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither you nor Wyld Notes has any authority of any kind to bind the other in any respect.

NOTICES

Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given: (i) when received, if personally delivered or sent by certified or registered mail, return receipt requested; (ii) when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or (iii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices may be sent to your primary email address on your account.

NO WAIVER

Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

HEADINGS; INTERPRETATION

The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation. Any use of the words “including”, “for example” or “such as” in these Terms of Service shall be read as being followed by “without limitation” where appropriate.

CONTACT

You may contact us at the following address: Wyld Notes, LLC, 1538 Sandalwood Dr., Lehi, UT 84043. hello@wyldnotes.com

EFFECTIVE DATE OF TERMS OF SERVICE: Upon publication