Last Updated: July 8, 2024

These MAGNA TERMS OF USE (these “Terms”) are agreed to between you as an individual or, if you are accessing or using the Site on behalf of another individual, organization, or entity (“Entity”), that Entity (in either case, “You” or “Your”) and Magna Longevity, LLC, with an address of 1800 North Vine Street, Los Angeles, CA 90028 (“Magna”). These Terms govern Your use of Magna’s website located at https://drinkmagna.com and any other websites that Magna owns and operates that link to these Terms (collectively, the “Site”) including all information and content available through the Site (collectively “Content”) and any purchases made on the Site.

By accessing or using the Site or any Content, making any purchases through the Site, or clicking a button (e.g., “I agree”) indicating You agree to these Terms, You agree to enter into and be bound by these Terms. If You are entering into these Terms on behalf of an Entity, You represent and warrant that You have authority to bind that Entity to these Terms. If You do not have such authority, or You do not agree to be bound by these Terms, do not access or use any part of the Site or any Content.

SECTION 20 (DISPUTES) OF THESE TERMS CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND MAGNA ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 20 (DISPUTES) WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND MAGNA TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 20 (DISPUTES) FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT. IF YOU PURCHASE A SUBSCRIPTION, IT WILL BE AUTOMATICALLY RENEWED AND WILL CONTINUE ON A RECURRING, CONTINUOUS BASIS FOR ADDITIONAL PERIODS OF THE SAME DURATION AS YOUR INITIAL SUBSCRIPTION TERM (DEFINED BELOW) FOR THE SUBSCRIPTION AT THE THEN-CURRENT PRICE FOR SUCH SUBSCRIPTION UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 9.3 (CANCELLATION).

1. DEFINITIONS

Terms used in these Terms have the definitions given in these Terms or, if not defined in these Terms, have their plain English meaning as commonly interpreted in the United States.

2. TERM

These Terms are entered into as of the earlier of the date You first access or use the Site or any Content or tick a box or click a button (e.g., “I agree”) indicating Your acceptance of these Terms and will continue until terminated as set forth herein.

3. MODIFICATIONS

Magna reserves the right, at any time, to modify the Site or any Content, as well as the terms of these Terms, whether by making those modifications available on the Site or by providing notice to You as specified in these Terms. Any modifications will be effective upon posting to the Site or delivery of such other notice. You may cease using or accessing the Site or Content or terminate these Terms at any time if You do not agree to any modification. However, You will be deemed to have agreed to any and all modifications through Your continued use of or access to the Site or Content following such notice.

4. ELIGIBILITY

The Site is intended for use by individuals 18 years of age and older. By accessing or using the Site or any Content, You represent and warrant that You are at least 18 years of age.

5. YOUR ACCOUNT AND CONTENT

5.1 Account Creation and Responsibility

Before accessing certain portions of the Site, You are required to establish an account on the Site (an “Account”). Approval of any request to establish an Account will be at the sole discretion of Magna. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Your Account and Account ID are each for Your individual use only. You will not distribute or transfer Your Account or Account ID or provide a third party with the right to access Your Account or Account ID. You are solely responsible for all use of the Site through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify Magna immediately if Your Account ID is lost, stolen, or otherwise compromised. Any transactions completed through Your Account or under Your Account ID will be deemed to have been lawfully completed by You. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current. You may not: (a) select or use an Account ID of another person with the intent to impersonate that person; or (b) use an Account ID that Magna, in its sole discretion, deems offensive.

5.2 Customer Reviews

The Site may have functionality to allow You to rate or provide reviews of or comments about certain Products (defined below), through a standard five-star review and comment field customer review mechanism that includes the reviewer’s first name, last name initial, and verified buyer tag, as applicable (collectively, “Customer Reviews”). You should receive a request for a Customer Review within 30 days after You purchase a Product hereunder. To be useful to other users, Your Customer Reviews must be made in good faith after reasonable evaluation of the Product. You may post only one review per individual Product, unless the later review reflects a good-faith rating change based on Your further evaluation. In addition, Customer Reviews must comply with the terms of these Terms (including Section 5.3 (Your Content)) and may not contain content that constitutes a violation of these Terms or that impersonates any other person or entity, including any of Magna’s employees or agents. You acknowledge and agree that Magna has no obligation to remove any Customer Reviews or other information posted on the Site about You or any other person or entity. You may not terminate Your Account and re-register in order to prevent a Customer Review from being associated with You or any of Your Content.

5.3 Your Content

Except as expressly provided by these Terms, You are solely responsible for the nature of all Content, including Your Customer Reviews, Your Registration Information, Your Account information, and any other Account passwords, usernames, or other personal information, that You provide, upload, or transfer to the Site or generate through Your Account (“Your Content”). By providing Your Content, You grant Magna a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display Your Content throughout the world in any form, media, software, or technology of any kind. You agree that Your Content: (a) does not violate these Terms or any applicable laws; (b) is not libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) does not constitute an infringement or misappropriation of the IPR (as defined below) or other rights of any third party; (d) is not an advertisement or solicitation of funds, goods, or services; (e) is not false, misleading, or inaccurate; or (f) could not be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message, or a disruptive advertisement. Magna is not responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any of Your Content. You agree that You have all right, title, interest, and consent in Your Content necessary to allow Magna to use Your Content for the purposes for which You provide Your Content to Magna.

6. ACCESS

6.1 To Additional Areas or Content

Subject to Your compliance with these Terms, Magna will permit You to access and use the Site and Content solely for lawful purposes and only in accordance with the terms of these Terms. Access to certain areas of the Site or certain items of Content may also require You to agree to additional agreements (each an “Annex”). These Terms and any Annex together comprise Your entire agreement with Magna. In the event of a conflict between the terms of these Terms and an Annex, the terms of the Annex will govern Your use of the portions of the Site or items of Content to which the Annex applies, and these Terms will govern in all other respects.

6.2 To Content

As between Magna and You, all Content, including all text, audio, video, photographs, illustrations, graphics, and other content or media, provided through the Site (“Site Content”) is owned by Magna. All Site Content is for Your informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Site Content prior to making use of that Site Content. Subject to Your compliance with these Terms, You may use the Site Content provided to You through the Site solely for Your personal, non-commercial purposes in connection with Your permitted use of the Site in accordance with these Terms. You agree that You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Site Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any Site Content; or (c) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any Site Content. Magna has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Site Content. Without limiting the foregoing, Magna will not be held liable to You or any third party for any Content (including Your Content) under the Communications Decency Act (47 U.S.C. § 230). Except as set forth in these Terms, You are granted no licenses or rights in or to any Site Content, or any IPR therein or related thereto.

6.3 To Third-Party Services

Magna may provide You with the ability to access services developed, provided, or maintained by third-party service providers through the Site (“Third-Party Services”). Third-Party Services may integrate with, pull Content from, or add Content to the Site, including Your Content. In addition to the terms of these Terms, Your access to and use of any Third-Party Services is also subject to any other agreement You may agree to before being given access to the Third-Party Services (each, a “Third-Party Service Agreement”). The terms of any Third-Party Service Agreement will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to the terms of these Terms but will not apply to any other services or Content You may access through the Site.

7. MESSAGING TERMS

7.1 General

Magna may offer communications by calls, text messages, or similar technology (including via automatic telephone dialing equipment), such as product alerts, reminders about items You have left in Your cart, order updates, marketing messages, and other content or information (the “Messaging Service”). These communications may be sent or initiated by Magna or any of its service providers. By providing Your phone number, signing up for the Messaging Service, texting one of Magna’s sign-up codes, or otherwise using the Messaging Service, You: (a) expressly agree to be bound by the terms and conditions set forth in this Section; (b) consent to receive Magna’s text message disclosures electronically and consent to the use of an electronic record to document Your opt-in to the Messaging Service; and (c) authorize Magna to send or allow its service providers to send the communications described in this Section to the phone number You provide, including promotional and other communications sent or placed using automatic telephone dialing equipment. You acknowledge and agree that Your authorization to send such messages is not required as a condition of purchase. Message and data rates may apply for the Messaging Service. Message frequency may vary according to how You interact with Magna, the Site, or the Messaging Service. For more information, please review the details of the specific Messaging Service when signing up. To stop receiving text messages from Magna, reply “STOP” to any message You receive from Magna. You agree Magna may send You a message to confirm Your receipt of Your STOP request. You can also opt-out of Magna text messages by emailing Magna Your request and mobile telephone number to info@drinkmagna.com.

8. PAYMENT

8.1 Purchases; Orders; and Terms of Sale

You may purchase or subscribe to Magna’s products listed on the Site (collectively, “Products”) by issuing an order to Magna, whether in the form of an online order submitted through the Site, a service provider’s Site, or an order submitted by way of email, phone, or other form permitted by Magna (each, an “Order”). All Orders are subject to acceptance by Magna, in its sole discretion. In addition to these Terms, Your purchase of any Products is governed by the terms displayed on the Site in connection with each Product and any additional terms provided to You in connection with Your Order or any acceptance of Your Order provided by Magna (the “Terms of Sale”). By placing an Order, You agree to be bound by the Terms of Sale with respect to that Order and all Products included in that Order. If these Terms conflict with the Terms of Sale for any Order, the Terms of Sale will govern and control with respect to the Products provided to You under that Order. If any Products are listed at an incorrect price or with incorrect information, Magna shall have the right to refuse or cancel any Order placed for those Products, whether or not the Order has been confirmed or Your Payment Method (defined below) has been charged. If Your Payment Method has already been charged for an Order and Your Order is canceled, Magna will promptly issue You a credit in the amount of the charge.

(a) Magna’s Role

Magna may offer and sell Products through the Site. You may purchase such Products from Magna through the Site (each such purchase, a “Transaction”). Magna utilizes the services of Payment Processors (as defined below) to process payments in connection with Transactions, as further described in Section 8.3 (Payment Processors). Magna will inform You of a completed Transaction using its standard procedures.

(b) Pricing and Purchases

You agree to provide Magna or the applicable Payment Processor with a valid credit card, debit card, online payment account, mobile services account, or other payment method as an applicable payment mechanism under these Terms (each, Your “Payment Method”), and further agree that Magna may charge You, and that You will pay for, all Products You purchase through the Site. Your total price for each such Product will include the fee for the Product plus shipping and handling fees and any applicable sales tax, VAT, or other applicable taxes or fees in effect at the time You purchase the Product (“Total Purchase Amount”). Magna (through one or more Payment Processors) will collect the Total Purchase Amount at the time You confirm the purchase. Prices for Products may change at any time and Magna does not provide price protection or refunds in the event of a price reduction or promotional offering.

(c) ALL TRANSACTIONS ARE FINAL

All Transactions are final except as may be expressly set forth in these Terms or the applicable Terms of Sale. Magna is not required to offer or issue any returns, refunds, or exchanges unless otherwise expressly provided in these Terms or the applicable Terms of Sale.

8.2 Promotions

Magna may offer users specials, promotional codes, credits, awards, or other discounts (“Promotions”). All Promotions will be offered at the sole discretion of Magna, and can be modified or terminated at any time by Magna with or without advance notice. Promotions may be offered on a limited time basis and may be subject to certain restrictions. As part of a Promotion, Magna may offer credits to charges that are non-transferrable, non-refundable for cash, and may be subject to additional terms and conditions.

8.3 Payment Processors

Magna currently uses and reserves the right to continue using third-party payment processors (each, a “Payment Processor”). Your making or receipt of any electronic payment through any Payment Processor is also governed by the applicable Payment Processor’s user agreement, terms of service, and privacy policy (in each case, to the extent applicable). Unless otherwise stated on the Site, Magna currently uses Shopify Payments (USA) Inc. (“Shopify”) as its Payment Processor for payment processing services (e.g., card acceptance and related services). As a condition of Magna enabling payment processing services through Shopify or other Payment Processors, You hereby agree to provide Magna and each applicable Payment Processor accurate and complete information about You and Your business (if applicable), and You hereby consent to provide and authorize Magna and each applicable Payment Processor to share any information and payment instructions You provide to the extent required to complete the payment transactions in accordance with these Terms, including personal, financial, Payment Method payment, and transaction information related to Your use of the payment processing services provided by a Payment Processor. If Your use of Shopify’s services is terminated by Shopify, You may not be able to use certain portions of the Site or Subscription services. Magna may change or add other Payment Processors at any time with or without notice to You, and Your use of payment services via such Payment Processors may be subject to additional terms or conditions.

9. SUBSCRIPTIONS

9.1 Subscriptions

Magna may allow You to purchase Products on a subscription basis (a “Subscription”). To purchase a Subscription You must provide a valid Payment Method. You will be billed in arrears on a recurring and periodic basis for Your Subscription base rate and any applicable shipping and handling costs based on Your recurring shipping date cycles (e.g., 30-day shipment cycles) (“Billing Cycle”). For example, if You sign up for and purchase a Subscription today, You will be billed and charged 30 days after today and Your Order will process upon the successful collection of the Subscription base rate and any applicable shipping and handling costs for such Subscription by Magna or the applicable Payment Processor. Each Billing Cycle will be the same duration and period as Your applicable Subscription Term (as defined below). Billing Cycles are set on a 30-day basis, unless otherwise specified by Magna in the offer details. Upon renewal of any Subscription, if Magna (through one or more Payment Processors) does not receive payment for such Subscription by the specified due date, (a) You agree to pay all fees and charges, including Subscription fees, due on Your account upon demand, and (b) You agree that Magna (through one or more Payment Processors) may either terminate or suspend Your Subscription and continue to attempt to charge Your Payment Method until payment is received (upon receipt of payment, Your Subscription will be reactivated and Your next Subscription Term will begin on the date of such payment). Notwithstanding anything to the contrary contained herein, Magna may change its Subscription models and pricing at any time, and therefore, Subscription models and prices are subject to change at any time during Your Subscription Term. Magna will provide You with notice of such changes.

9.2 Automatic Renewal

Your Subscription begins as soon as Your initial payment is processed. Your Subscription will automatically renew and You will continue to be charged on a recurring basis per the delivery frequency You select (e.g., monthly) (each, a “Subscription Term”) and without notice or additional authorization from You unless and until You cancel Your Subscription in accordance with Section 9.3 (Cancellation) below. You authorize Magna or its Payment Processors to store Your Payment Method and to automatically charge Your Payment Method on or around the Renewal Date, based on Your selected Subscription Term, until You cancel. Each Subscription renewal will be at Magna’s then-current pricing for such Subscription plan. You agree that Your Account will be subject to this automatic renewal feature unless You cancel Your Subscription at least 24 hours prior to the expiration date of the then-current Subscription Term (i.e., at least 24 hours prior to Your Billing Cycle renewal date for the applicable Subscription) (the “Renewal Date”).

By purchasing any Subscription, You acknowledge that Your Subscription:

• is subject to automatic renewal and continuous service;
• will be automatically extended for successive periods and will continue until You cancel Your Subscription in accordance with Section 9.3 (Cancellation);
• has an initial and recurring payment feature and You accept responsibility for all recurring charges prior to cancellation of the automatic renewal of Your Subscription;
• is subject to automatic charges on Your Payment Method; and
• includes recurring Product shipments:
  • that will automatically be processed and shipped on a recurring basis (i.e., in accordance with the applicable delivery schedule cadence selected by You), until You cancel Your Subscription; and
  • for which Your Payment Method will automatically be charged for each successive shipment at the then-current price until You cancel Your Subscription or change Your Product selection, in each case in accordance with Section 9.3 (Cancellation).

9.3 Cancellation

Your Subscription will automatically renew until You cancel. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME AT LEAST 24 HOURS PRIOR TO THE RENEWAL DATE BY: (A) LOGGING INTO YOUR ACCOUNT, GOING TO YOUR “ACCOUNT” PAGE ON THE SITE, AND SELECTING “CANCEL SUBSCRIPTION,” OR (B) CONTACTING MAGNA VIA EMAIL AT INFO@DRINKMAGNA.COM AND REQUESTING IN SUCH EMAIL THAT MAGNA CANCEL YOUR SUBSCRIPTION. Cancellation of Your Subscription will be effective at the end of the then-current Subscription Term. Your Subscription will not be renewed after Your cancellation. You will not be eligible for a prorated refund of any portion of the fees paid for the then-current Subscription Term. For the avoidance of doubt, if You have multiple Subscriptions (e.g., You are subscribed to multiple recurring Product shipments), You will need to cancel each Subscription individually using the above steps.

10. REFERRALS

The Magna’s Affiliate Program (“MAP”) allows You to earn certain benefits by referring prospective customers to Magna. The Magna Affiliate Program Agreement available at https://drinkmagna.com/affiliateagreement (the “Affiliate Agreement”) governs Your participation in the MAP and is incorporated into these Terms by reference.

11. TERMINATION

These Terms may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under these Terms. Upon termination of these Terms for any reason: (1) all rights and subscriptions granted to You under these Terms will terminate; (2) You will immediately cease all use of and access to the Site and all Content, including Your Content and any Content You obtained prior to termination; and (3) Magna may, in its sole discretion, delete Your Account or Your Content at any time. Your Content may continue to exist on the Site after termination of these Terms unless You actively delete it or contact Magna’s support team and request that it be deleted. Sections 1 (Definitions), 5.3 (Your Content), 7 (Messaging Terms), 8 (Payment), 9 (Subscriptions), 10 (Referrals), 11 (Termination), 13 (Site Technology), 14 (Ownership), 15 (Representations and Warranties), 16 (Disclaimers), 17 (Indemnity), 18 (Limitation on Liability), 19 (Data Privacy), 20 (Disputes), 21 (Notices), and 22 (Additional Terms) will survive any expiration or termination of these Terms.

12. SUSPENSION

Without limiting Magna’s right to terminate these Terms, Magna may also suspend Your access to Your Account and the Site (including Your Content), with or without notice to You, upon any actual, threatened, or suspected breach of these Terms or applicable law or upon any other conduct deemed by Magna to be inappropriate or detrimental to Magna, the Site, or any other Magna product, customer, or user.

13. SITE TECHNOLOGY

The Site, and the databases, software, hardware, and other technology used by or on behalf of Magna to operate the Site, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), may constitute valuable trade secrets of Magna. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in these Terms; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology. Magna uses reasonable means to protect the security of the Site, but You acknowledge that perfect security on the internet is impossible and that, as a result, Your Content may be exposed in the event of a breach.

14. OWNERSHIP

Magna retains all rights, title, and interest, including all IPR, in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Site under these Terms. The Magna name, logo, and all product and service names associated with the Site are trademarks of Magna and its licensors and providers and You are granted no right or license to use them. For purposes of these Terms, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

15. REPRESENTATIONS AND WARRANTIES

You represent and warrant to Magna that: (1) You have the legal right and authority to enter into these Terms; (2) these Terms form a binding legal obligation on Your behalf; (3) You have the legal right and authority to perform Your obligations under these Terms and to grant the rights and licenses described in these Terms; and (4) Your use of and access to the Site and Content, including Your Content, will comply with all applicable laws, rules, and regulations and will not cause Magna itself to violate any applicable laws, rules, or regulations.

16. DISCLAIMERS

THE SITE AND ALL CONTENT AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MAGNA AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY CONTENT AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED OR PROVIDED THROUGH THE SITE. MAGNA AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE TECHNOLOGY (INCLUDING THE SITE), CONTENT, PRODUCTS, AND THESE TERMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MAGNA, ITS EMPLOYEES, PROVIDERS, OR AGENTS, OR THE SITE, WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION (IF ANY).

17. INDEMNITY

You hereby agree to indemnify, defend, and hold harmless Magna and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Parties arising in any manner from: (1) Your access to or use of the Site, including any Content; (2) Your Content or other Content You provide through the Site; (3) Your breach of any representation, warranty, or other provision of these Terms; or (4) Your gross negligence or willful misconduct. Magna will provide You with notice of any such claim or allegation, and Magna will have the right to participate in the defense of any such claim at its expense.

18. LIMITATION ON LIABILITY

MAGNA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF OR ACCESS TO THE TECHNOLOGY (INCLUDING THE SITE), CONTENT, OR PRODUCTS, EVEN IF MAGNA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. MAGNA’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS AND MAGNA’S PROVISION OF THE TECHNOLOGY (INCLUDING THE SITE) AND ALL CONTENT AND PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (1) THE TOTAL AMOUNT YOU ACTUALLY PAID TO MAGNA FOR USE OF OR ACCESS TO THE SITE OR FOR THE PURCHASE OF PRODUCTS (INCLUDING ANY SUBSCRIPTIONS THEREFOR) IN THE PRECEDING 6 MONTHS, AND (2) $500. YOU AGREE THAT MAGNA WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, MAGNA’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

19. DATA PRIVACY

You acknowledge the use, collection, and disclosure of Your personally identifiable information that You submit to the Site or that is collected about You from the Site as described in the Privacy Policy for the Site, which is located at https://drinkmagna.com/pages/privacy-policy/ (“Privacy Policy”). Magna will have the right to collect, extract, compile, synthesize, and analyze information resulting from Your access to and use of the Site and Content. To the extent any such information is collected or generated by Magna, the data and information will be solely owned by Magna and may be used by Magna for any lawful business purpose without a duty of accounting to You.

20. DISPUTES

20.1 Agreement to Arbitrate

Except as otherwise provided in Section 20.2 (Exception to Arbitration), the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to these Terms, including the formation, validity, binding effect, interpretation, performance, breach, or termination of these Terms and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to these Terms (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in Section 20.2 (Exception to Arbitration), if any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration through JAMS, under the JAMS Streamlined Rules then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by Magna in San Francisco, CA, U.S.A. The arbitrator will apply the law set forth in Section 20.3 (Governing Law and Venue) to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend these Terms or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party’s costs, fees, and expenses (including attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

20.2 Exception to Arbitration

You agree that if Magna reasonably believes You have, in any manner, violated or threatened to infringe Magna’s IPR, then Magna may seek emergency, preliminary or other appropriate interim relief in the state or federal courts located in San Francisco, CA.

20.3 Governing Law and Venue

The interpretation of the rights and obligations of the parties under these Terms, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of California (U.S.A.) as such laws apply to contracts between California residents performed entirely within California, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, and the parties hereby disclaim the application thereof. Subject to Section 20.1 (Agreement to Arbitrate), each party will bring any action or proceeding arising from or relating to these Terms exclusively in a state or federal court in San Francisco, CA (U.S.A.), and You irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by Magna.

21. NOTICES

Unless otherwise specified in these Terms, any notices required or allowed under these Terms will be provided to Magna by postal mail to the address for Magna listed on the Site. Magna may provide You with any notices required or allowed under these Terms by sending You an email to any email address You provide to Magna in connection with Your Account, provided that in the case of any notice applicable both to You and other users of the Site, Magna may instead provide such notice by posting on the Site. Notices provided to Magna will be deemed given when actually received by Magna. Notice provided to You will be deemed given 24 hours after posting to the Site or sending via email, unless (as to email) the sending party is notified that the email address is invalid.

22. ADDITIONAL TERMS

Except as expressly set forth in these Terms, these Terms may be amended or modified only by a writing signed by both parties. All waivers by Magna under these Terms must be in writing or later acknowledged by Magna in writing. Any waiver or failure by Magna to enforce any provision of these Terms on one occasion will not be deemed a waiver by Magna of any other provision or of such provision on any other occasion. If any provision of these Terms is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with applicable law, and the remaining provisions will remain in full force. You may not assign or transfer either these Terms or any of Your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or other operation of law) without Magna’s prior written approval. Any assignment in violation of the foregoing will be null and void. Magna may assign these Terms to any party that assumes Magna’s obligations hereunder. The words “include,” “includes,” and “including” mean “include,” “includes,” or “including,” in each case, “without limitation.” The parties hereto are independent contractors, not agents, employees, or employers of the other or joint venturers, and neither party acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. The Site may contain links to third-party sites that are not under the control of Magna. Magna is not responsible for any content on any linked site and You access any third-party site from the Site at Your own risk.