TERMS & CONDITIONS

Last Updated: September 30th, 2024

PLEASE READ THE FOLLOWING TERMS OF SERVICE AGREEMENT CAREFULLY. BY ACCESSING OR USING OUT WEBSITE (THE “SITE”) OR OUR SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IT IS THE RESPONSIBILITY OF YOU, THE USER, CUSTOMER OR PROSPECTIVE CUSTOMER TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO USE THIS SITE. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR SITE OR SERVICES.

The present terms and conditions (this “Agreement” or “Terms”) is a legal agreement between you and New Leaf Wellness (hereinafter “NLW”). This Agreement annuls and voids all previous agreements.

This Site and its related services (the “Services”) are provided by NLW. Throughout the Site, the terms “us,” “we,” or “our” refer to NLW. NLW offers this Site, including all information, tools and services available from this Site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our Site and/or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions, including those additional terms and conditions and policies references herein and/or available by hyperlink. These terms apply to all users of the Site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content, In the event of an inconsistency between this Agreement and any additional terms or policies referenced herein, the provisions of the additional terms or policies shall control.

Please read these Terms carefully before accessing or using our Site. By accessing or using any part of the Site, you agree to be bound by these Terms. If you do not agree to all the Terms of this Agreement, then you may not access the Site or use and Service. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

Any new features or tools which are added to the current store shall be subject to the Terms. You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our Site. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Site following the posting of any changes constitutes acceptance of those changes.

1. General Terms

By agreeing to these Terms, you represent that you are at least the age of majority in your state or province of residence, or that you of the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this Site.

You may not use our products or Site for any illegal or unauthorized purpose nor may you, in the use of our products or Site, violate any laws in your jurisdiction (included but not limited to motor vehicle laws).

You must not transmit any worms or viruses or any code of destructive nature.

A breach or violation of any of the Terms will result in immediate termination of your account and right to use our Service.

We have the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any reason without giving you prior notice:

  1. Restrict, suspend or terminate your access to all or any art of our Site;

  2. Change, suspend or discontinue all or any part of our products or Site;

  3. Refuse, move, or remove any content that is available on all or any part of our Site;

  4. Deactivate or delete your accounts; Establish general practices and limits concerning use of our Site.

You agree that we will not be liable to you or any third party for taking any of these actions.

You understand and agree that our Site my include communications such as service announcements and administrative or legal notices from us. Please note that you cannot opt out of receiving these notices.

You understand that your content (not including credit card information) may be transferred unencrypted and involve:

  1. transmissions over various networks; and

  2. changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site, use of the Site, or access to the Site or any contact on the Site, without express written permission by us.

You may not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. NLW content is not for resale. Use of the Site does not entitle users to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal user and will make no other use of the content without the express written permission of NLW and copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of NLW or our licensors except as expressly authorized by these Terms.

2. Creating an Account

Once you create an account with us, you are registered on the NLW Site. The terms “member,” “membership,” and “account” all refer to this registration as a member on NLW’s Site. If you are merely surfing or browsing through the Site, and have not yet created an account, your use of the Site is still subject to this Agreement; if you do not agree to this Agreement, do not use the Site.

When you create an account, you will provide a unique username and email. We will also ask you to create a password. Because any activities that occur under your username or password are your responsibility, it is important for you to keep your username and/or password secure. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that NLW is not responsible for third party access to your account that results from theft or misappropriation of your account. Notify us immediately if you believe that someone has used your username, email, or password without your authorization.

Furthermore, the registering party hereby acknowledges, understands and agrees to:

  1. furnish factual, correct, current and complete information with regards to yourself as may be requested by the data registration process, and

  2. maintain and promptly update your registration and profile information in an effort to maintain accuracy and completeness at all times.

If anyone knowingly provides any information of a false, untrue, inaccurate or incomplete nature, NLW will have sufficient grounds and rights to suspend or terminate the member in violation of this aspect of the Agreement, and as such refuse any and all current or future use of NLW Services, or any portion thereof.

3. Conduct

As a user or member of the Site, you herein acknowledge, understand and agree that all information, text, software, data, photographs, music, video messages, tags or any other content, whether it is publicly or privately posted and/or transmitted, is the expressed sole responsibility of the individual from whom the content is originated. In short, this means that you are solely responsible for any and all content posted, uploaded, email, transmitted or otherwise made available by way of the NLW Services, and as such, we do not guarantee the accuracy, integrity or quality of such content. It is expressly understood that by use of our Services, you may be exposed to content including, but not limited to, any errors or omissions in any content posted, and/Or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available by NLW.

Furthermore, you herein agree not to make use of NLW’s Services for the purpose of:

  1. uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or Ellie, ethically, or otherwise objectionable;

  2. causing harm to minors in any manner whatsoever;

  3. impersonating any individual or entity, including, but not limited to, any NLW officials, foreign leaders, guides or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity;

  4. forging captions, headings or titles or otherwise offering content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with; e) uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;

  5. uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;

  6. uploading, posting, emailing, transmitting or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, “junk mail,” “spam,” or any other form of solicitation, except in any such areas that may have been designated for such purpose;

  7. uploading, posting, emailing, transmitting or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;

  8. disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users’ ability to participate in any real time interactions;

  9. interfering with or disrupting any NLW Services, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any device software and/or routine to bypass the robot exclusion headers;

  10. intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of the law;

  11. providing informational support or resources, concealing and/or disguising the character, location, and/or source to any organization delegated by the United States government as a “foreign terrorist organization” in accordance to Section 219 of the Immigration Nationality Act;

  12. “stalking” or with the intent to otherwise harass another individual; and/or

  13. collecting or storing any personal data relating to any other member or user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.

NLW herein reserves the right to prescreen, refuse and/or delete any content currently available through our Services. In addition, we reserve the right to remove and/or delete any such content that would violate the Terms or which would otherwise be considered offensive to other visitors, users and/or members.

NLW herein reserves the right to access, preserve and/or disclose member account information and/or content if it is required to do so by law or in good faith belief that any such action is deemed reasonable necessary for: a) compliance with any legal process; b) enforcement of the Terms; c) responding to any claim that therein contained content is in violation of the rights of any third party; d) responding to request for customer service; or e) protecting the rights, property or the personal safety of NLW, its visitors, users and members, including the general public.

NLW herein reserves the right to include the use of security components that may permit digital information or material to be protected, and that such use of information and/or material is subject to usage guidelines and regulations established by NLW or any other content providers supplying content services to NLW. You are hereby prohibited from making any attempt to override or circumvent any of the embedded usage rules in our Services. Furthermore, unauthorized reproduction, publication, distribution, our exhibition of any information or materials supplied by our Services, despite whether done so in whole or in part, is expressly prohibited.

4. Submitted Content

NLW shall not lay claim to ownership of any content submitted by any visitor, member, or user, nor make such content available for inclusion on our website Services. Therefore, you hereby grant and allow for NLW the below listed worldwide, royalty-free and non-exclusive licenses, as applicable:

  1. the content or made available for inclusion on the publicly accessible areas of NLW’s Sites, the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services is for the sole purpose of providing and promoting the specific area to which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of NLW’s sites, and shall terminate at such tine when you elect to discontinue your membership;

  2. photos, audio, video and/or graphics submitted or made available for inclusion on the publicly accessible areas of NLW’s Sites, the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services are for the sole purpose of providing and promoting the specific area in which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of NLW’s Sites and shall terminate at such tine when you elect to discontinue your membership;

  3. for any other content submitted or made available for inclusion on the publicly accessible areas of NLW’s Sites, the continuous, binding and completely sub-licensable license which is meant to permit to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and/or publicly display said content weather in whole or in part, and the incorporation of any such Content into other works in any arrangement or medium currently used or later developed.

Those areas which may be deemed “publicly accessible” areas of NLW’s Sites are those such areas of our network properties which are meant to be available to the general public, and which would include message boards and groups that are openly available to both users and members. However, those areas of which are not open to the public, unless available to members only, would include our mail system and instant messaging.

5. Indemnity

All users and/or members agree to ensure and hold an NLW, our subsidiaries, affiliates, agents, employees, officers, partners and/or licensers blameless or not liable for any claim or demand, which may include, but is not limited to, reasonable attorney fees may buy any third-party which may arise from any content member or user of our Site may submit, post, modify, transmit or otherwise make available through our Services, the use of NLS Services or your connection with these Services, your violations of the Terms of Service and/or your violation of any such rights of another person.

6. Commercial Reuse of Services

The member herein agrees not to replicate, duplicate, copy, trade, sell, resell not exploit for any commercial reason any part, use off or access to NLW’s Sites.

7. Modifications

NLW reserves the right at any time it may deem fit, to modify, altar and/or discontinue, whether temporarily or permanently, our Service(s), or any part thereof, with or without prior notice. In addition, we shall not be held liable to you or to any third-party for any such alteration, modification, suspension and/or discontinuance of our Service(s), or any part thereof.

8. Termination

As a member of newleafwellnessny.com, you may cancel or terminate your account, associated email address and/or access to our Services by submitting a cancellation or termination request to: newleafwellnessny@gmail.com.

As a member, you agree that NLW may, without any prior written notice, immediately suspend, terminate, discontinue and/or limit your account, and email associated with your account, and access to any of our Services. The cars for such termination, discontinuance, suspension and/or limitation of access shall include, but is not limited to: a

  1. any breach or violation of our Terms or any other incorporated agreement, regulation and/or guideline;

  2. by way of requests from law-enforcement or any other governmental agencies;

  3. the discontinuance, alteration and/or material modification to our Services, or any part thereof;

  4. unexpected technical or security issues and/or problems; e) any extended periods of inactivity;

  5. any engagement by you in any fraudulent or illegal activities; and/or

  6. the nonpayment of any associated fees that may be owed by you in connection with your newleafwellnessny.com account Services.

Furthermore, you herein agree that any and all terminations, suspensions, continuances and/or limitations of access for cause shall be made at our sole discretion and that we shall not be liable to you or any other third-party with regards to the termination of your account, associated email address and/or access to any of our Services.

  1. The termination of your account with newleafwellnessny.com shall include any and/or all of the following:

  2. the removal of any access to all or part of the Services offered within newleafwellnessny.com;

  3. the deletion of your password and any and all related information, files, and any such content that may be associated with or inside your account, or any part thereof; and

  4. the barring of any further use of all or part of our Services.

9. Links

Either NLW third parties may provide links to other websites and/or resources. Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, advertising or any other materials, on or available from such a third-party sites or resources. Furthermore, you acknowledge and agree that NLW shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by, or in connection with the use of, or the reliance on any such content, goods or Services made available on or through any such site or resource.

10. Proprietary Rights

You do hereby acknowledge and agree that NLW's Services and any essential software that may be used in connection with our Services (“Software”) shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. Furthermore, you herein acknowledge and agree that any Content which may be contained in any advertisements or information presented by and through our Services or by advertisers is protected by copyright, trademarks, patterns or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or as authorized by NLW or such applicable licenser, you agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform and/or create any plagiarist works which are based on NLW’s Services (e.g. Content or Software), in whole or part.

NLW hereby grants you a personal, nontransferable, and non-exclusive right and/or license to make use of the object code or our Software on a single computer, as long as you do not, and shall not, allow any third-party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software. Furthermore, you do herein agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to our Services. Lastly, you also agreed not to access or attempt to access our Services through any means other than through the interface which is provided by NLW for use in accessing our Services.

11. No Medical or Psychotherapy Advice

This Site does not provide medical or psychotherapy advice or diagnosis. Nothing you read or learn on this Site should be considered to constitute medical or psychotherapy advice, as the Site is provided for general information and educational purposes only. Information on this Site is not intended to create any therapist-patient or other health or medical relationship. The health/treatment-related information you obtain from this Site might be inappropriate for your own situation or might be misinterpreted. NLW assumes no responsibility for how you use the information you obtain from this Site. Although we strive to keep our information up-to-date, health-related information changes rapidly, and some information may be out of date. For advice about your own health situation, including diagnosis and treatment, please consult with your personal physician.

12. Warranty Disclaimer

This Site, including any Content or information contained within it or any Site-related Service, is provided “as is,” with all faults, with no representations or warranties of any kind, either expressed or implied, including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. NLW does not warrant or make any representations regarding the materials on this Site in terms of their correctness, accuracy, reliability, or otherwise. The materials in this Site could include technical inaccuracies or typographical errors. These materials could be inaccurate or become inaccurate as a result of developments occurring after their respective dates. NLW undertakes no obligation to verify or maintain the currency of such information. You assume total responsibility and risk for your use of this Site, Site-related Services and hyperlinked websites. No oral or written information or advice by NLW or its affiliates or authorized representatives shall create a warranty or in any way increase the scope of any warranty.

NLW makes no warranty that:

  1. the operation of the Site will meet your requirements;

  2. access to the Site will be uninterrupted, timely, secure, free of viruses, worms, Trojan horses or other harmful components, or free of defects or errors;

  3. the results that may be obtained from the use of the Site will be accurate or reliable; or

  4. defects will be corrected. 

You (and not NLW) assume the entire cost of all servicing, repair, or correction that may be necessary for your computer equipment and software due to any viruses, errors, or other problems that may result from your visiting this Site. 

You hereby agree to hold harmless and indemnify NLW, and its shareholders, members, partners, officers, directors, managers, employees, executors, administrators, successors, and assigns, harmless from, and against, all liability, damages, losses, suits, demands, claims, actions, and costs (including, without limitation, court costs and fees of attorneys, investigators, and experts), arising out of, or relating to:

  1. your breach or violation of these Terms of Use;

  2. any information you submit, share, or upload on, or to, the Site; and/or

  3. any claim that information or content that you provide violates any applicable law or otherwise infringes the rights of a third party. 

You shall cooperate fully in the defense of any claim. NLW reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

A small percentage of some users may experience some degree of epileptic seizure when exposed to certain light patterns or backgrounds that may be contained on a computer screen or by using our Services. Certain conditions may induce a previously unknown condition or undetected epileptic symptom in users who have shown no history of any prior seizures or epilepsy. Should you, anyone you know or anyone in your family have an epileptic condition, please consult a physician if you experience any of the following symptoms while using our Services: dizziness, altered vision, eye or muscles twitches, minus, disorientation, any involuntary movement, or convulsions.

13. Limitation of Liability

You explicitly acknowledged, understand and agree that NLW and our subsidiaries, affiliates, officers, employees, agents, Partners and licensers shall not be liable to you for any punitive, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages which may be related to the loss of any profits, goodwill, use, data and/or other intangible losses, even though we may have been advised of such a possibility that said damages may occur, and result from:

  1. the use or inability to use our Service;

  2. the cost of procuring substitute goods and services;

  3. unauthorized access to or the alteration of your transmissions and/or data; and/or

  4. any other matter which may be related to our Service.

14. Release

In the event you have a dispute, do you agree to release NLW (and its officers, directors, employees, agents, parents subsidiaries, affiliates, co-branders, Partners and any other third parties) from claims, demands and damages (actual and consequential) of every kind of nature, known and unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such dispute.

15. Notice

NLW may furnish you with notices, including those with regards to any changes to the Terms, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our website Services, or other responsible means currently known or any which may be hearing after developed. Any such notices may not be received if you violate any aspects of the Terms by accessing our Services in an unauthorized manner. You acceptance of this Agreement constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed our Services in an authorized manner.

16. Intellectual Property Rights

You herein acknowledge, understand and agree that all of the NLW trademarks, copyright, trade name, service marks, and all other NLW logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain at the property of NLW. You herein agree not to display and/or use in any manner the NLW logo or marks without obtaining NLW’s prior written consent.

NLW Will always respect the intellectual property of others, and we ask that all of our users do the same. With regards to appropriate circumstances and at its sole discretion, NLW may disable and/or terminate the accounts of any user who violates our Terms and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide us with the following information:

the electronic or physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest;

  1. a description of the copyrighted work or other intellectual property that you believe has been infringed upon;

  2. a description of the location of the site would you allege has been infringing upon your work;

  3. your physical address, telephone number, and email address;

  4. a statement, in which you state that the alleged and disputed use of your work is not authorized by the copyright owner, it's agents or the law;

  5. and finally, a statement, made under penalty of perjury, that the aforementioned information in your notice is truthful and accurate, and that you are the copyright or intellectual property owner, representative or agent authorized to act on the copyright or intellectual property owner’s behalf.

The NLW agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:

Email: newleafwellnessny@gmail.com

17. Entire Agreement

This Agreement constitutes the entire agreement between you and NLW and shall govern the use of our Services, superseding any prior version of this Agreement between you and us with respect to NLW Services. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other NLW Services, affiliate Services, third-party content or third-party software.

18. Choice of Law and Forum

It is at the mutual agreement of both you and NLW with regard to the Agreement that the relationship between the parties shall be governed by the laws of the state of New York without regard to its conflict of law provisions and that any and all claims, causes of action and/or disputes, arising out of or relating to the Agreement, or the relationship between you and NLW, shall be filed within the courts having jurisdiction within the country of the United States, New York, or the U.S. District Court located in said state. You and NLW agree to submit to the jurisdiction of the courts as previously mentioned, and agree to waive any and all obligations to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

19. Waiver and Severability of Terms

At any time, should NLW fail to exercise or enforce any right or provision of the Agreement, such failure shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agreed that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

20. Violations

Please report any and all violations of this Agreement to NLW as follows:

Email: newleafwellnessny@gmail.com

21. Government Requests

In order to cooperate with governmental requests, subpoenas or court orders, to protect our systems, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary and appropriate, including end without limitation, your information, IP address, and usage history. Our right to disclose any such information is governed by the terms of our Privacy Policy.

22. Foreign Access of Site

The Site is controlled, operated and administered by NLW from our offices within the USA. If you access the Site from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use NLW’s content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

23. Errors, Inaccuracies and Omissions

Occasionally there may be information on our Site that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Site or on any related Site is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information on the Site or on any related Site, including without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Site or on any related Site, should be taken to indicate that all information on the Site or any related Site has been modified or updated.

24. Privacy Policy

Every member’s registration data and various other personal information are strictly protected by the NLW Online Privacy Policy (see the full Privacy Policy at www.newleafwellnessny.com). As a member, you herein consent to the collection and use of the information provided, including the transfer of information within the United States and/or other countries for storage, processing or use by NLW and/or our subsidiaries and affiliates.