TERMS OF SERVICE
Last Revised: July 30th, 2024
The following terms and conditions (the “Terms of Service”) constitute a binding agreement between you and Needed PBC (“Needed,” “we,” or “us”) with respect to your use of www.thisisneeded.com (the “Site”), and the services available on the Site, including any Content (as defined in Section 4 below) (collectively, the “Site Services”) and your purchase of, subscription to and use of products available on the Site, either directly from Needed or through your health care provider’s dispensary (“Products”; the Products together with Site Services are referred to as the “Services”). For EU/UK orders, please access terms of service here. If you are a Practitioner participating in Needed’s Practitioner Wholesale Program, your use of the Site, the Site Services, and any purchase or use of Products through your Practitioner Dispensary Account, are governed by the terms and conditions of the Practitioner Wholesale Program Agreement. Separately, if you are a Needed Ambassador, our provision of, and your participation in, the Ambassador Program are governed by the terms and conditions of the Ambassador Program Agreement, and if you are a Practitioner participating in the Practitioner Sampling Program, our provision of, and your participation in, the Practitioner Sampling Program are governed by the terms and conditions of the Practitioner Sampling Program Agreement.
BY ACCESSING OR USING THE SITE SERVICES OR SUBSCRIBING TO, PURCHASING OR USING THE PRODUCTS IN ANY MANNER (WHETHER AUTOMATED OR OTHERWISE), YOU (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS OF SERVICE AND OUR PRIVACY POLICY (ACCESSED THROUGH THE BOTTOM NAVIGATION OF OUR WEBSITE, THISISNEEDED.COM), WHICH IS INCORPORATED HEREIN BY REFERENCE, AND (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE). IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR OUR PRIVACY POLICY, DO NOT USE THE SITE SERVICES OR SUBSCRIBE TO, PURCHASE OR USE THE PRODUCTS.
THESE TERMS OF SERVICE INCLUDE AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THE SITE OR THE SERVICES, THESE TERMS OF SERVICE AND/OR OUR PRIVACY POLICY TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. THE DISPUTE RESOLUTION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIAL, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION AND THAT THE DISPUTE WILL BE BEFORE JUDGE, NOT A JURY. FOR MORE INFORMATION, SEE SECTION 22, BELOW.
PLEASE NOTE THAT THE SERVICES MAY PERMIT YOU TO SUBSCRIBE TO CERTAIN PRODUCTS, AND THAT THESE SUBSCRIPTIONS ARE SUBJECT TO AUTO-RENEWAL. FOR MORE INFORMATION, SEE SECTION 6, BELOW.
1. Changes to Terms of Service. We may revise and update these Terms of Service from time to time in our sole discretion. The date these Terms of Service were last updated is set forth at the top of this page. All changes are effective 30 days after posting for current users and immediately for new users, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of these Terms of Service does not create a renewed opportunity to opt out of arbitration (if applicable).
2. Products for Personal Use Only. Our Products and any samples we may provide are for personal use only. Unless you are a participant in Needed’s Practitioner Wholesale Program, you may not sell, resell, or offer for sale any of the Products or samples you purchase or otherwise receive from us. We reserve the right, with or without notice, to cancel or reduce the quantity of any order to be filled or Products to be provided to you that we believe, in our sole discretion, may result in the violation of these Terms of Service.
3. Unauthorized Sellers. Our Products are currently available through our website (thisisneeded.com), Amazon, Fullscript, and through our Practitioner Wholesale Program. We strongly recommend that you do not buy our Products from any unauthorized sellers (including third party sellers on eBay or other online marketplaces), as the Product may be used, defective, expired or counterfeit. In the event you do purchase our Product from an unauthorized seller, we will not be liable in any manner and we fully reserve the right to withhold any customer support with respect to such Product. Our return policy will not apply to any Product purchased from an unauthorized seller.
4. Scope of and Restrictions on Use. Subject to these Terms of Service, Needed grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site Services for your personal, legitimate use, including any graphics, text, instructions, images, audio files and/or other sounds, videos, and other materials you may view on, access through, or are otherwise related to the Site Services (collectively, the “Content”).
Except as otherwise provided in these Terms of Service, the Content may not be copied, downloaded, or stored in a retrieval system for any other purpose, nor may it be redistributed, reused, or modified for any purpose, without the express written permission of Needed. You agree not to:
• collect or “harvest” information from the Site Services using an automated software tool or manually on a mass basis;
• use automated means to access the Site Services, or gain unauthorized access to the Site Services or to any account or computer system connected to the Site Services;
• obtain, or attempt to obtain, access to areas of the Site or our systems that are not intended for access by you;
• “flood” the Site Services with requests or otherwise overburden, disrupt, or harm the Site Services or our systems;
• interfere with, restrict or inhibit other users from accessing or using the Site Services;
• modify or delete any copyright, trademark, or other proprietary rights notices that appear on the Site or in the Content;
• access or use the Site Services or Content for any unlawful purpose or otherwise beyond the scope of the rights granted herein;
• use, display, mirror or frame the Site or any individual element within the Site, Needed’s name, any Needed trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Needed’s express written consent;
• access, tamper with, or use non-public areas of the Site, Needed’s computer systems, or the technical delivery systems of Needed’s providers;
• attempt to probe, scan or test the vulnerability of any Needed system or network or breach any security or authentication measures;
• avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Needed or any of Needed’s providers or any other third party (including another user) to protect the Site;
• use any meta tags or other hidden text or metadata utilizing a Needed trademark, logo URL without Needed’s express written consent;
• use the Site to send altered, deceptive or false source-identifying information;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site;
• collect or store any personally identifiable information from the Site from other users of the Site without their express permission;
• impersonate or misrepresent your affiliation with any person or entity;
• engage in any activity that poses or creates a privacy or security risk to any person, or any activity which in the sole judgment of Needed, is objectionable or which may expose Needed or its users to any harm or liability, or interfere with or disrupt the Site;
• disseminate or post anything unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable or using any material that could result in any of these;
• transmit any material that encourages conduct constituting a criminal offence, or otherwise breaches any applicable laws, regulations or code of practice;
• commercial activities, advertising or soliciting business; or
• encourage or enable any other individual to do any of the foregoing.
Although Needed is not obligated to monitor access to or use of the Site, Needed has the right to do so for the purpose of operating the Site, to ensure compliance with these Terms of Service, and to comply with applicable law. Needed has the right to investigate violations of these Terms of Service or conduct that affects the Site. Needed may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
5. Account Registration and Security. Access to and use of certain Services may require you to register for an account. You agree to provide true, accurate, current, and complete information about yourself as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your account, regardless of who conducts those activities. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Site. You may not share your account with anyone or allow anyone else to access or use your account. You are responsible for maintaining the confidentiality of your account information, including your username and password. You agree to immediately notify Needed of any unauthorized use of your account, or any other breach of security. We are not liable for any loss or damage arising from your failure to protect your username or password. Needed retains the right to provide user billing, account, content, purchase or use records, and related information in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business.
6. Subscriptions; Cancellations. You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at any time prior to the renewal date by logging into your account and visiting the “Subscriptions” page. If you choose to cancel your subscription, we will not charge your payment provider for the subsequent subscription period. We will send you an email reminder prior to charging your payment provider each subscription period.
To find more information about your current subscriptions, or to cancel any of your subscriptions, please go to the “Subscriptions” page in your account.
7. Payments. When you first subscribe to a Product, you will be asked to provide your payment card information. All payment information is stored, and all transactions facilitated, by our third-party service providers. You hereby authorize Needed and such third-party service providers to share your information and payment instructions to the extent necessary to complete payment transactions in accordance with these Terms of Service, including personal, financial, credit card payment, and transaction information. If applicable, you may be charged for local taxes. If your payment method is declined, we will attempt to process your charge until the transaction is approved. If we are unable to complete the transaction, we may contact you directly to update your account information. You are responsible for charges for all internet access services and telecommunications services needed for use of the Site and Services.
We are not responsible for any fees or charges that your bank or credit card issuer may apply.
8. Refunds. We stand by the quality of our product. Please review our Refund and Return Policy (accessed through the bottom navigator of our website, thisisneeded.com) for more information, which governs all potential refunds and returns, and is incorporated herein by reference. IN THE EVENT OF ANY PROBLEM WITH THE PRODUCTS THAT YOU HAVE PURCHASED ON OR SUBSCRIBED TO THROUGH TH SITE, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS TO SEEK A RETURN AND REFUND FOR SUCH PRODUCT IN ACCORDANCE WITH OUR REFUND AND RETURN POLICY.
9. Risk of Loss. The risk of loss and title for items purchased by you passes to you upon our delivery of the items to the carrier.
10. Ownership. The Site Services (including the Content, design of the Site and all text, graphics, images, video, information, content, and other material displayed on or that can be downloaded from the Site) are owned by Needed and its licensors and are protected under copyright, trademark, and other applicable United States and international laws and treaties. Without limiting the foregoing, the trademarks, service marks, and logos displayed on the Site are registered and unregistered marks of Needed and its licensors. You acknowledge and agree that, as between you and Needed, Needed is and shall remain the sole owner of the Site Services and the Content, including, without limitation, all patents, copyrights, trademarks, trade secrets, and other intellectual property and proprietary rights therein and thereto. Nothing on the Site grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks or logos displayed on the Site without Needed’s prior written permission.
11. Feedback. While we appreciate your interest in the Services and our business, Needed does not want and cannot accept any ideas or information users consider confidential and/or proprietary. This is to avoid the possibility of future misunderstandings when projects independently developed by or on behalf of Needed might seem to others to be similar to users’ own creative ideas, suggestions, and/or materials. Except with respect to your personal information as expressly provided for in our Privacy Policy, all comments, suggestions, ideas, drawings, concepts, or other information or materials (“Feedback”) disclosed or offered to us by you via the Services or in response to solicitations on the Site shall be deemed to be non-confidential and non-proprietary. You hereby grant to us a non-exclusive, worldwide, fully paid, royalty-free, perpetual, irrevocable, fully sublicensable and fully transferable license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit, any and all such Feedback.
12. Electronic Communications. The communications between you and Needed via the Site Services use electronic means. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
13. Privacy Policy. You acknowledge and agree that all information collected by Needed is subject to our Privacy Policy. By using the Services, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.
14. Change and Suspension.
14.1. Changes to the Services. All features, content, specifications, products and prices of products and services described or depicted on the Site are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. The inclusion of any products or services on the Site at a particular time does not imply or warrant that these products or services will be available at any time. Needed reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Services or any portion thereof (including any Content) at any time. You agree that Needed will not be liable to you or to any third party for any such change, suspension, or discontinuance.
14.2. Suspension/Termination of Access. Needed has the right, at its sole discretion, to deny access to, and/or to suspend or terminate your access to, the Services or to any features or portions, for any or no reason. In the event that we suspend or terminate your access to the Services, you will continue to be bound by the Terms of Service that were in effect as of the date of your suspension or termination.
15. Notice Regarding Medical Advice. NEEDED IS NOT A HEALTH CARE PROVIDER AND DOES NOT PROVIDE MEDICAL ADVICE. THE CONTENT ON THE SERVICES IS FOR GENERAL INFORMATIONAL, SCHEDULING AND PAYMENT PURPOSES ONLY PURPOSES ONLY. THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. UNLESS OTHERWISE STATED, THE PRODUCTS AND STATEMENTS ABOUT PRODUCTS AND HEALTH CONDITIONS HAVE NOT BEEN EVALUATED OR APPROVED BY THE U.S. FOOD & DRUG ADMINISTRATION. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER FOR MEDICAL CARE AND WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. ALWAYS SPEAK WITH A HEALTH CARE PRACTITIONER BEFORE MAKING ANY CHANGES TO YOUR DIET OR NUTRITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE SERVICE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR PHYSICIAN OR 911 IMMEDIATELY. FURTHERMORE, NEEDED DOES NOT REFER, RECOMMEND OR ENDORSE ANY PARTICULAR HEALTH CARE PROVIDER, PROCEDURE, OPINION, OR OTHER INFORMATION THAT MAY APPEAR THROUGH THE SITE SERVICES. YOUR USE OF THE SITE SERVICES, INCLUSIVE OF ANY CONTENT, IS SOLELY AT YOUR OWN RISK.
16. Accuracy of Information; Disclaimer of Warranties; Limitations of Liability.
16.1. Accuracy of Information. Needed attempts to ensure that information on the Site is complete, accurate and current, but information may occasionally be inaccurate, incomplete or out of date. Needed makes no representation as to completeness, accuracy or currency of information on the Site.
16.2 Disclaimer of Warranties. THE SERVICES AND THE CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND NEEDED HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER NEEDED NOR ANY PERSON ASSOCIATED WITH NEEDED MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, HEALTH IMPACT, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR ANY CONTENT. WITHOUT LIMITING THE FOREGOING, NEEDED HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION. WITHOUT LIMITING THE FOREGOING, NEITHER NEEDED NOR ANYONE ASSOCIATED WITH NEEDED REPRESENTS OR WARRANTS THAT THE SERVICES OR THE CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES, CONTENT, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR THE CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
16.3. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEEDED OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 16.3, NEEDED IS FOUND LIABLE FOR ANY LOSS, DAMAGE, OR INJURY UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS OF SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEEDED’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF PAYMENTS MADE BY YOU TO NEEDED IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT MADE ANY PAYMENTS IN SUCH TWELVE (12) MONTH PERIOD, NEEDED’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS OF SERVICE FAIL OF THEIR ESSENTIAL PURPOSE. USE OF THE SERVICES IS AT YOUR SOLE RISK.
16.4. Exclusions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or consequential damages, so some of the exclusions and/or limitations in this Section 16 may not apply to you.
17. Indemnification. You agree to indemnify, defend, and hold Needed and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from your use of the Services and/or any Content, or any violation of these Terms of Service or applicable law. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action. Your indemnification, defense, and hold harmless obligations will survive the termination of your use of the Services and/or these Terms of Service.
18. Third-Party Materials. The Site Services may display, include, or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services (collectively, “Third-Party Materials”). You acknowledge and agree that Needed is not responsible for any Third-Party Materials, including their accuracy, completeness, timeliness, validity, legality, decency, quality, or any other aspect thereof. Needed does not assume and will not have any liability to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them at entirely at your own risk and subject to such third parties’ terms and conditions.
19. Third-Party Platforms. Needed may provide the Site Services to you through third-party websites, operating systems, platforms, and portals (collectively, “Third-Party Platforms”). Additional terms and conditions may apply to you with respect to your use of Third-Party Platforms, which are not under Needed’s control. Needed does not assume any responsibility or liability for your use of such Third-Party Platforms.
20. User Content. Except for personally identifiable information, which is subject to our Privacy Policy, any information, reviews, material, videos, pictures, ideas, comments or other communications that you provide to the Site (“User Content”) is and will be treated as non-confidential and non-proprietary. Personally identifiable information that you voluntarily provide and that is viewable by the public is not subject to our Privacy Policy and is considered User Content. Needed is not responsible for the use or disclosure of any personal information that you voluntarily disclose. You agree that Needed may use any or all User Content for any purpose. Needed typically, but is not obligated to, review User Content, and is not required to use, return, review, or respond to any User Content. Needed has no liability related to the User Content submitted by you, including but not limited to the laws of copyright, libel, privacy, obscenity, or otherwise. Needed has the right to remove User Content. You agree that that all User Content submitted by you is truthful, that it will not violate or facilitate the violation of any law or regulation, that you have obtained the consent of any third party included in any User Content, that your User Content will not contain, or provide links to, obscene, profane, or threatening language or imagery, malware, political campaigning, commercial solicitation, chain letters, mass mailings, “spam”, or any other material that could be considered harmful, sexually explicit, indecent, lewd, violent, abusive, or degrading, and that your User Content will not infringe on or violate the rights of any person or entity. You hereby grant Needed a royalty-free, fully paid, non-exclusive, irrevocable, perpetual, unrestricted, worldwide license to publish, transmit, display, copy, modify, adapt, create derivative works from, and otherwise use your User Content for any purpose, including, without limitation, advertising and promotional purposes, in any media, without any compensation to you. You represent and warrant that you have all rights necessary for you to grant the above licenses. You irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity regarding your User Content.
21. Linking to the Site. You may link to the Site’s homepage, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you or properly licensed to you. We reserve the right to withdraw linking permission without notice. Notwithstanding the foregoing, if you are an affiliate marketer, you may link to the Site Services in accordance with your agreement with Needed.
22. ARBITRATION AGREEMENT. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND IMPACTS THE WAY THAT YOU AND WE BRING CLAIMS AGAINST EACH OTHER AND HOW THOSE CLAIMS ARE DECIDED.
22.1. Dispute Resolution. YOU AND WE AGREE THAT ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, OR FORMATION OF THESE TERMS OF SERVICE OR YOUR USE OF THE SERVICES AND/OR CONTENT WILL BE RESOLVED EXCLUSIVELY THOUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT. THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE BROADLY INTERPRETED AND INCLUDES ANY DISPUTE, CLAIM, OR CONTROVERSY BETWEEN YOU AND NEEDED REGARDING ANY ASPECT OF YOUR RELATIONSHIP WITH US OR ANY CONDUCT OR FAILURE TO ACT ON OUR PART, INCLUDING CLAIMS BASED ON BREACH OF CONTRACT, TORT (FOR EXAMPLE, A NEGLIGENCE OR PRODUCT LIABILITY CLAIM), VIOLATION OF LAW OR ANY CLAIMS BASED ON ANY OTHER THEORY, AND INCLUDING THOSE BASED ON EVENTS THAT OCCURRED PRIOR TO THE DATE OF THIS AGREEMENT, WITH THE FOLLOWING EXCEPTIONS:
• You may assert claims in your local small claims court if its rules permit it;
• Any claim regarding the validity, protection or enforcement of a party’s intellectual property rights (such as its patent, copyright, trademark, trade secret, or moral rights, but not including its privacy or publicity rights) must be brought in court; and
• In the event this agreement to arbitrate is for any reason held to be unenforceable, any dispute or claim against us (except for small-claims court actions) may be commenced only in a federal or state court located in Los Angeles, California, and we both hereby irrevocably consent to the jurisdiction of and venue in those courts for such purposes. We both also consent to the jurisdiction of and venue in those courts for purposes of any claim regarding the validity, protection or enforcement of a party’s intellectual property rights (excluding its privacy or publicity rights). You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
This agreement to arbitrate is governed by the Federal Arbitration Act, including its procedural provisions, in all respects.
22.2. Prohibition of Class Actions and Non-Individualized Relief. ANY ARBITRATION WILL BE CONDUCTED BY THE PARTIES IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). If this specific provision is found to be unenforceable, then all of Section 22, other than subsection 22.8, will be null and void and neither of us will be entitled to arbitrate our dispute.
22.3. Arbitration Rules. The arbitration shall be commenced and conducted by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website (http://www.jamsadr.com) or by calling JAMS at 1-800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, and must enforce the same limitations stated in this Agreement as a court would. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in your hometown area or at another mutually agreed location.
22.4. Demand for Arbitration. A party who intends to arbitrate (“Claimant”) must first send to the other party (“Respondent”) a written notice, entitled “Demand for Arbitration” (“Demand”). The Demand must: (1) briefly explain the dispute; (2) provide the Claimant’s name and address, the address of the Claimant’s representative (if the Claimant has one), and the Respondent’s name and address (for Needed, see below); (3) specify the amount of money in dispute, if applicable; (4) if the Claimant is requesting an in-person hearing, identify the requested location for the hearing; and (5) include a statement of what the Claimant wants. When sending a copy of the Demand to JAMS, the Claimant must also include a copy of this arbitration agreement and any amendments to it (see Section 22.7) and the then current filing fee required by JAMS. The Claimant must also submit a separate form with the Demand for Arbitration, available from the JAMS website, which may require additional documents. The Demand may be sent to your local JAMS Resource Center or the following address:
Judicial Arbitration and Mediation Services
555 W 5th St 32nd Floor
Los Angeles, CA 90013
Any Demand to Needed should be addressed to:
Needed PBC
11693 San Vicente Blvd. #174
Los Angeles, CA 90049
22.5. Filing, Administration and Arbitrator Fees. Payment of all filing, administration and arbitrator fees will be governed by JAMS’ rules, unless otherwise stated in this Section 22. If the value of the relief sought is $10,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration, but not your attorneys’ fees. Likewise, we will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. Any request for payment of filing, administration, and arbitrator fees by Needed should be submitted by mail to JAMS along with your Demand and Needed will make arrangements to pay all such necessary fees directly to JAMS. In the event that the arbitrator determines that the claim(s) you assert in the arbitration are frivolous, you agree to reimburse us for all fees associated with the arbitration paid by Needed on your behalf that you otherwise would be obligated to pay under the JAMS rules.
22.6. OPT-OUT PROCEDURE. IF YOU DO NOT WISH TO BE BOUND BY THE ARBITRATION PROVISIONS IN THIS SECTION 22, YOU MUST NOTIFY NEEDED IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT FOR THE FIRST TIME. YOU MAY OPT OUT BY MAILING A WRITTEN NOTICE TO NEEDED AT THE ADDRESS SET FORTH IN SUBSECTION 22.4. YOUR WRITTEN NOTIFICATION TO NEEDED MUST INCLUDE YOUR NAME, MAILING ADDRESS, E-MAIL ADDRESS, PHONE NUMBER AND NEEDED ACCOUNT NUMBER AS WELL AS A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH NEEDED THROUGH ARBITRATION. IF YOU OPT OUT OF THE ARBITRATION PROVISIONS IN THIS SECTION 22, ALL OTHER PROVISIONS OF THIS AGREEMENT WILL CONTINUE TO APPLY, INCLUDING SECTION 22.8, BELOW.
22.7. Amendment to Arbitration Provisions. Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any amendment to the arbitration provisions in this Section 22 in the future (other than an amendment to any notice address or site link provided herein), that amendment shall not apply to any claim that was filed in a legal proceeding against Needed prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims that have arisen or may arise between you and Needed. We will notify you of amendments to the arbitration provisions of this Section 22 by posting the amended terms on www.thisisneeded.com and/or by providing notice to you by email, at least thirty (30) days before the effective date of the amendments. If you do not agree to the amended terms, you may cancel your subscriptions and close your account with Needed within the 30-day period and you will not be bound by the amended terms.
22.8. JURY TRIAL AND CLASS ACTION WAIVER. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND NEEDED EACH UNCONDITIONALLY WAIVE ANY RIGHT TO A JURY TRIAL. THIS MEANS THAT ANY CLAIM WOULD BE DECIDED BY A JUDGE, NOT A JURY. FURTHER, WITH RESPECT TO ANY CLAIM THAT PROCEEDS IN A COURT, YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.
23. Miscellaneous.
23.1. Governing Law; Jurisdiction and Venue. These Terms of Service and any dispute or claim arising out of or related to these Terms of Service, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of California.
23.2. Waiver and Severability. Our failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent possible, and the remaining provisions of these Terms of Service will continue in full force and effect.
23.3. Assignment. These Terms of Service, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
23.4. Force Majeure. We shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages or delays of transportation or shipping facilities, fuel, energy, labor or materials.
23.5. Entire Agreement. These Terms of Service, including our Privacy Policy, constitute the sole and entire agreement between you and Needed with respect to the subject matter hereof, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
24. Notice to California Residents. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
25. Questions. If you have any questions about the Services or these Terms of Service, please call us at 866-633-3010, email us at hello@thisisneeded.com, or write to us at:
Needed PBC
11693 San Vicente Blvd. #174
Los Angeles, CA 90049
