URSA MAJOR WEBSITE TERMS OF USE

WELCOME TO URSA MAJOR. THIS DOCUMENT SETS FORTH THE TERMS AND CONDITIONS ASSOCIATED WITH A VISITOR (YOU / YOUR) USE OF THE URSA MAJOR (US / WE / OUR / OUR COMPANY) WEBSITE (“TERMS OF USE”). BY USING OUR WEBSITE, YOU ACCEPT ALL TERMS AND CONDITIONS OF ITS USE AS DESCRIBED IN THESE TERMS OF USE. YOUR REMEDY FOR DISSATISFACTION WITH OUR WEBSITE OR ITS CONTENTS IS TO STOP USING OUR WEBSITE.

1. ACCESSING OUR WEBSITE.

You are responsible for making all arrangements necessary for you to have Internet connectivity and access to our Website. We reserve the right to amend, restrict or remove any portion of our Website, as well as any products or services that we offer on our Website, in our sole discretion and without notice to you. We will not be liable if, for any reason, all or any part of our Website or products are unavailable at any time or for any reason.

2. INTELLECTUAL PROPERTY RIGHTS

(a) Our Website and its contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by us, our licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms of Use permit you to use our Website for your non-commercial use only. No right, title or interest in or to our Website, or any content on our Website, is transferred to you, and all rights not expressly granted are reserved by us.

(b) You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows: (i) you may store files that are automatically cached by your web browser for display enhancement purposes; (ii) if we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by an applicable end user license agreement for such applications; and (iii) if we provide social media features at any time, you may take such actions as are enabled by such features.

(c) You may not: (i) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or (ii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from our Website; or (iii) access or use for any commercial purposes any part of our Website or any products or services available through our Website.

(d) Our name, logo, and all related product and service names, artwork, graphics, designs, and slogans constitute trademarks or service marks (“Marks”) of our Company and/or our affiliates and licensors. You may not use such Marks without our prior written consent. All other names, logos, product and service names, designs and slogans on our Website are the trademarks of their respective owners.

3. YOUR OBLIGATIONS AND REPRESENTATIONS

(a) You may use our Website only for lawful purposes and in accordance with these Terms of Use.

(b) You promise that: (i) you are of legal age for your jurisdiction; (ii) you will not use our Website in any way that violates any applicable local or international law or regulation; (iii) you will not impersonate or attempt to impersonate us, our employees, another customer or user, or any other company, person or entity; (iv) you will not do anything that could disable, overburden, damage, or impair our Website or interfere with any person’s use of our Website; (v) you will not use any robot, spider or other automatic device, process or means to access our Website for any unlawful purpose or in violation of these Terms of Use; (vi) you will not introduce any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful; and (vii) you will not co-brand or frame our Website or hyper-link to it without first obtaining the express prior written permission of an authorized representative of our Company.

4. USER CONTRIBUTIONS

(a) We may from time-to-time provide interactive services, such as message boards, customer comments and feedback, or other interactive features that allow users to post, submit, publish, display or transmit (hereinafter, “post”) your furnished content or materials (collectively, “User Contributions”) on or through our Website. All User Contributions must comply with the Content Standards set out in this Policy.

(b) Any User Contribution that you post will be considered non-confidential and non-proprietary, to the extent permitted by law. By providing a User Contribution, you grant us and our successors the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material. You promise that you own or control all rights in and to the User Contributions and have the right to grant such license to us. You agree that you will have no claim or other recourse against us for infringement of any proprietary right with respect to your User Contributions. You acknowledge and agree that you waive any moral (or similar) rights that you may have in any territory regarding such User Contributions, including but not limited to, the right to be attributed as the author of the User Contributions.

(c) If you provide a User Contribution to be published or displayed on public areas of our Website, or transmitted to other users of the Website or any third parties, you accept that your User Contributions are posted on and transmitted to others at your own risk. Additionally, we cannot control the actions of other users of our Website or any third parties with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

(d) User Contributions must be accurate and comply with all applicable laws in the country from which they are posted. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not us, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third-party, for the content or accuracy of any User Contributions posted by you or any other user of our Website.

5. CONTENT STANDARDS

(a) These content standards apply to all User Contributions and use of Interactive Services, if offered. User Contributions must in their entirety comply with all applicable local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable

• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age

• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any third-party

• Infringe the legal rights (including the right of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws

• Infringe the legal rights (including the right of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws

• Promote any illegal activity, or advocate, promote or assist any unlawful act

• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person

• Impersonate any person, or misrepresent your identity or affiliation with any person or organization

• Involve commercial activities or sales

• Be likely to deceive or give the impression that they emanate from or are endorsed by us, or any other person or entity/li>

6. MONITORING AND ENFORCEMENT; TERMINATION

We have the right, but not the obligation, to review, screen or edit any User Contribution. You accept that such contributions do not reflect our views and are not endorsed by us.

We have the right to: (a) remove or refuse to post any User Contributions for any reason; (b) take any action with respect to User Contributions we deem necessary or appropriate; (c) disclose your identity or other information about you to any third-party who in our opinion reasonably claims that material posted by you infringes their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of our Website; (e) terminate or suspend your access to all or part of our Website.

Without limiting the foregoing, we have the right to fully cooperate with law enforcement authorities requesting or directing us to disclose the identity or other information of anyone posting any materials on or through our Website. We do not undertake to review material before it is posted on our Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third-party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

7. COPYRIGHT INFRINGEMENT

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement where appropriate. If you believe any materials accessible on or from our Website infringe your copyright, you may request removal of those materials (or access thereto) from our Website by submitting written notification to our Copyright Agent (designated below). In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (a) your physical or electronic signature; (b) identification of the copyrighted work you believe has been infringed or, if the claim involves multiple works on our Website, a representative list of such works; (c) identification of the material you believe to be infringing, in a sufficiently precise manner to allow us to locate that material; (d) adequate information to contact you (including your name, postal address, telephone number and, if available, e-mail address); (e) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law; (f) a statement that the information in the written notice is accurate; and (g) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated Copyright Agent to receive DMCA Notices is:

Ursa Major
Attn: Copyright Agent
28 Stowe Street, Suite 2
Waterbury, VT 05676

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly misrepresent that material or activity on our Website is infringing your copyright, you may be held liable for damages (including costs and legal fees).

8. RELIANCE ON INFORMATION POSTED

The information presented on or through our Website is made available solely for general information purposes. We do not make any statements regarding the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Our Website includes content provided by third parties, including materials provided by other users and third-party licensors. We are not responsible, or liable to you or any third-party, for the content or accuracy of materials provided by any third parties.

9. PRIVACY

All information we collect on our Website is subject to our Privacy Policy. By using our Website, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

10. LINKS FROM THE WEBSITE

If our Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any third-party websites linked to our Website, you do so entirely at your own risk and subject to the terms and conditions of use for such third-party websites.

11. SUBSCRIPTION SERVICES

REPEAT Smart Replenishment™ platform.
By either (a) agreeing to our Terms of Service and Privacy Policy or (b) entering your phone number to opt in to replenishment reminder messages and clicking “Submit”, you agree that we or our providers may send you text notifications and text marketing offers. While variable based on your purchase behavior, marketing-based text messages will not exceed 5 per month. You understand that consent is not a condition of purchase. You can unsubscribe from further text messages by replying STOP. Message and data rates may apply.

WUNDERKIND TEXT NOTIFICATIONS

By either (a) agreeing to these Terms and Privacy Policy, (b) entering your phone number on the confirmation of an order and clicking “Submit”, or (c) submitting your phone number to us on our website, you agree that we or our providers may send you text notifications and text marketing offers based on your on-site activity or purchase behavior. You understand that consent is not a condition of purchase. Neither we nor the wireless carriers will be liable for any delays in the receipt of, or failure to deliver, any text messages and text message services are provided on an 'As is' basis and these may include cart abandonment messages. As the subscriber, you have an affirmative obligation to update your account information and the phone number(s) attached to your account to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you. Customer data obtained in connection with any text message services may include a cell phone number, provider’s name, and the date, time, and content of text messages. You can unsubscribe from further text messages by replying STOP to any text message or by sending us an email at service@ursamajorvt.com. Message and data rates may apply.

12. LINKING TO THE WEBSITE AND SOCIAL MEDIA FEATURES

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part (unless you have received the prior, express written consent of our CEO). Our Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on our Website

• Send e-mails or other communications with certain content or links to specific content on our Website

• Cause limited portions of content on our Website to be displayed or appear to be displayed on your own or certain third-party websites

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you

• Cause our Website or portions of them to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site

• Link to any part of our Website other than the homepage

• Otherwise take any action with respect to the materials on our Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in this Policy. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice and in our sole discretion.

13. NO PROMISES

YOUR USE OF OUR WEBSITE IS AT YOUR OWN RISK. OUR WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY PROMISES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER OUR COMPANY NOR ANY PERSON ASSOCIATED WITH OUR COMPANY MAKES ANY PROMISE, WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF OUR WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER OUR COMPANY NOR ANYONE ASSOCIATED WITH OUR COMPANY PROMISES, REPRESENTS OR WARRANTS THAT OUR WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OUR COMPANY, INCLUDING OUR LICENSORS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, LOSS OF DATA, OR LOSS OF PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF OUR WEBSITE OR OF ANY WEBSITE REFERENCED OR LINKED TO OR FROM OUR WEBSITE. YOU WILL BE RESPONSIBLE FOR ALL CLAIMS AND DAMAGES RESULTING FROM THE MISUSE OF OUR WEBSITE BY YOU.

15. CHANGES

We reserve the right, in our sole discretion, to change these Terms of Use at any time. Any changes are effective immediately upon posting to our Website. Your continued use of our Website constitutes your agreement to all such terms and conditions.

16. EQUITABLE RELIEF

You acknowledge that a breach of any confidentiality or proprietary rights provision of these Terms of Use may cause us irreparable damage, for which the award of damages would not be adequate compensation. Consequently, we may institute an action to enjoin you from any and all acts in violation of these Terms of Use, which remedy shall be cumulative and not exclusive, and we may seek the entry of an injunction enjoining any breach or threatened breach of these Terms of Use, in addition to any other relief to which we may be entitled under law or in equity.

17. GOVERNING LAW AND VENUE

This Policy shall be construed and governed by the laws of the State of Vermont, without regard to the principles of conflict of laws thereof. You agree and accept that any legal action or proceeding shall be brought in the federal or state courts for the State of Vermont and you expressly waive any objection to personal jurisdiction, venue or forum non conveniens. If you are a user of our Website in a member country of the European Economic Area (EEA) or European Union (EU)), these Terms of Use and the relationship between you and us shall be governed by the laws of the EU/EEA member state in which you are domiciled.

18. SEVERABILITY

If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Use will remain in full force and effect.

19. WAIVER AND AMENDMENT

If we fail to insist upon strict performance of your obligations under any of these Terms of Use, or if we fail to exercise any of the rights or remedies to which we are entitled under these Terms of Use, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations. No waiver by our Company of any default will constitute a waiver of any subsequent default, and no waiver by our Company of any of these Terms of Use will be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

20. GEOGRAPHIC RESTRICTIONS

Software, functionality, and/or features (collectively, “Service Functionality”) that may be available on or through our Website from time-to-time are subject to United States Export Controls. No Service Functionality from our Website may be downloaded or exported (i) into (or to a resident of) Cuba, Iran, North Korea, Sudan, and Syria, or any other country the United States has deemed to be an export controlled or embargoed country from time-to-time; or (ii) anyone on the United States Treasury Department's list of Specially Designated Nationals or is otherwise restricted or barred by United States Commerce Department or other US government regulatory orders. By downloading or using any Service Functionality, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. Although our Website may be accessible worldwide, we make no representation that materials on our Website are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal, is prohibited. Those who choose to access our Website from other locations do so at their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Service Functionality is void where prohibited. In addition to the foregoing, products offered for sale on our Website may be subject to alternative labeling, marketing, ingredient, and warning requirements (“Labeling Requirements”) depending on the location where the products are to be sold or shipped. As a result, product labels depicted on our Website are not necessarily illustrative of or compliant with Labeling Requirements for the products in your jurisdiction. Any customer inquiries in this regard can be directed to us via the “Contact Us” link or mailing address in Section 22, below.

21. FUTURE BUSINESS TRANSACTIONS

As we continue to develop our business, we might undergo a change of ownership, such as a merger and/or a sale of all or substantially all our stock or assets. In such transactions, user information generally is one of the transferred business assets, and by submitting any data or contributions (collectively, “Data”) to us, you agree that such Data may be transferred to such parties in these circumstances. However, any party purchasing our assets will be subject to an obligation to maintain the integrity of your personally identifiable information.  Please consult our Privacy Policy for additional information regarding our collection and use of your Data.

22. COMPLETE UNDERSTANDING

These Terms of Use, together with the documents expressly referred to herein, including but not limited to our Privacy Policy (“Website Documents”), constitute the sole and entire agreement between you and our Company with respect to our Website, and these Website Documents supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to our Website.

23. CONTACT US

Your comments and questions regarding our Website and products are important to us.  Please contact us at service@ursamajorvt.com with the subject line “Customer Comment,” or via mail at: Ursa Major, Customer Comment, 28 Stowe Street, Suite 2, Waterbury, Vermont US 05676.