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Terms and Conditions of Use (06-09-21)


PLEASE READ THESE TERMS AND CONDITIONS OF USE (THESE “TERMS”), WHICH INCORPORATE OUR PRIVACY STATEMENT AND OTHER TERMS DESCRIBED HEREIN. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CLIF BAR & COMPANY THAT AFFECTS YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

THESE TERMS AND CONDITIONS OF USE INCLUDE: (1) VARIOUS LIMITATIONS AND EXCLUSIONS, (2) A WAIVER OF YOUR RIGHT TO TRIAL BY A JURY IN SECTION 14 AND (3) A DISPUTE RESOLUTION CLAUSE IN SECTION 14 THAT GOVERNS HOW DISPUTES WILL BE RESOLVED AND THAT GENERALLY REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS AND INCLUDES A CLASS ACTION WAIVER.

BY USING OUR SITES (AS DEFINED BELOW), YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY, THESE TERMS AND CONDITIONS OF USE (WHETHER OR NOT YOU CONFIRM YOUR AGREEMENT, SUCH AS BY CLICKING “I AGREE”). IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO USE ANY OF OUR SITES.

Last Modified: June 9, 2021

Welcome to Clif Bar! Clif Bar & Company and its affiliates, parents and subsidiaries (collectively, “we,” “us,” “our” or “Clif Bar”) urge you to carefully review these Terms as they contain the legal terms and conditions that constitute a binding agreement between you and Clif Bar and govern your use of and access to the websites located at clifbar.com, lunafest.org, any other websites (and their respective subdomains), mobile sites, or mobile applications containing a link to these Terms (collectively, our “Sites”), and any interactive features or services that we may offer on our Sites. We hope you find our Sites informative and enjoyable.

1. ACCEPTANCE AND MODIFICATION OF TERMS. By accessing any of our Sites, you agree to these Terms and any additional Official Rules, Terms of Sale, or other Additional Terms (as each are defined below) that may apply to your activity on our Sites, and also consent to our Privacy Statement. The Privacy Statement and all such Additional Terms are incorporated in these Terms by reference and these Terms shall govern the interpretation of such Additional Terms. You acknowledge that you have reviewed and understand these Terms in their entirety, that you agree to these Terms in their currently-posted form, and that these Terms constitute binding and enforceable obligations on you. We may make changes to these Terms from time to time and may notify you by posting a revised version on our Sites or otherwise providing you with adequate notice, such as by emailing you at the email address you provided to us. Your continued access or use of our Sites following changes to these Terms will constitute your acceptance of any changes to our Terms. You may also be asked to re-acknowledge and re-accept these Terms following any material changes. If the modified Terms are not acceptable to you, your only recourse is to cease using our services and our Sites.

2. INTENDED USE OF OUR SITES. Our Sites are intended for personal, non-commercial use and may not be exploited in connection with any business or commercial purpose, even for non-profits, without the prior express written permission of Clif Bar.

Clif Bar intends to welcome all individuals to its Sites, subject to applicable laws. However, certain features of Sites or Content (as defined below) may have age or geographic restrictions or otherwise be limited by applicable laws. Where such restrictions apply, we will attempt to notify you of such restrictions of which we are aware. You may be required to provide certain verification information before proceeding. By using our Sites, you represent and warrant that you are of legal age to enter into these Terms or have obtained parental or legal guardian consent to do so.

Clif Bar is based in Emeryville, California, in the United States of America. Clif Bar is an international business and our Sites may be accessible on an international basis. However, Clif Bar also operates websites intended for use by residents of other countries (which, for the avoidance of doubt, are not Sites); please visit those websites if you are accessing the Sites from those countries. Clif Bar makes no claims that any of our Sites, any feature or service on our Sites, any Content, or any User Content (as defined below) is appropriate or may be transmitted, used or installed outside of the United States. Access may not be legal by certain persons or in certain countries. If you access our Sites from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If you are located in the European Union, Canada or elsewhere outside of the United States, please be aware that information we collect through your use of our Sites may be transferred to and processed in the United States or other territories in which the privacy laws may not be equivalent to or as comprehensive as those in the country where you reside and/or are a citizen. We encourage you to refer to our Privacy Statement.

3. NUTRITION, FITNESS AND WELL-BEING INFORMATION. Certain Content presented on our Sites is intended to impart general nutrition, fitness and wellness information. Such informational Content is not intended to be construed as, or be a substitute for, professional medical advice, diagnosis or treatment. You should always seek the advice of your physician or other qualified health provider before beginning a new nutrition or fitness program. If you have any questions or concerns regarding your health or nutrition or any medical condition you should always consult with a qualified health provider. Never disregard professional medical advice or delay in seeking it because of anything on or associated with our Sites, Content, products or services.

If you think you may have a medical emergency, call your doctor or 911 immediately. Neither we nor our Sites recommend or endorse any specific tests, physicians, products, procedures, opinions, course of treatment, therapy or other information on or associated with our Sites. You should always consult your own qualified health care professional concerning your particular circumstances and needs and not rely on our Sites or Content. Use of our Sites, Content, products and services is solely at your own risk.

4. CONTENT ON OUR SITES. Clif Bar may make certain content, including information, text, comments, reviews, graphics, photos, pictures and other images, video, music and other audio files, software, applications or games, and other material, features or functions (collectively, the "Content") available on our Sites. We may place limitations, such as on the number of times you may download Content, how you may use or reproduce Content or how many or which devices you may use to access the Content. In addition, additional terms may apply to your use of specific Content as described in Section 13.

Content is owned by Clif Bar, or our licensors, and is protected by copyright, trademark and other laws and regulations of the United States and foreign jurisdictions. You may not use Content in any way not expressly permitted by these Terms, and if you do, your right to use the Content will automatically terminate. Unless expressly stated otherwise, you may not reproduce, modify, disseminate or otherwise exploit the Content in any way or form without our prior express written permission.

Our Sites also display trademarks, names, slogans, logos, characters and service marks ("Trademarks") that belong to Clif Bar or have been licensed to us. Nothing contained on our Sites should be construed as granting any license or right to use any Trademarks displayed on our Sites. You may not use the Trademarks in any way not expressly permitted by these Terms, and if you do, your right to use the Trademarks will automatically terminate. Unless expressly stated otherwise, you may not reproduce, modify, display or otherwise exploit our Trademarks in any way or form without our prior express written permission. All rights not expressly granted herein to the Content, Trademarks and any other aspects of our Sites are reserved.

Clif Bar reserves the right to enforce its intellectual property rights to the fullest extent of the law, including seeking monetary damages, civil penalties and criminal prosecution.

5. USER CONTENT AND SUGGESTIONS.

Clif Bar may include features on our Sites that allow you to share your communications or content (“User Content”) with us and with other users of our Sites. You agree you will not send, upload or transmit any User Content of any type that infringes, misappropriates, or otherwise violates any rights of any party or violates these Terms. By submitting or otherwise exchanging User Content with us, you understand that all such information, whether publicly posted or privately transmitted, is your sole responsibility as the individual or person that submitted such User Content. You further agree that such User Content will not be considered or treated as confidential and may be seen, read, used or re-transmitted by Clif Bar or other users of our Sites. You explicitly represent and warrant that you are the owner of any User Content that you submit or cause to be submitted or have all rights and licenses necessary regarding such User Content, and hereby grant Clif Bar a royalty-free, perpetual, irrevocable, unrestricted world-wide, transferable, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, adapt, transform, distribute, transmit, broadcast, publicly perform and publicly display such User Content in any media or medium, or any form, format or forum, now known or hereafter developed. Clif Bar may sublicense its rights to any User Content through multiple tiers of sublicenses. You irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials for such User Content.

If you elect to provide User Content or any other ideas, feedback or other suggestions to us relating to us, our Sites, or our products or services (“Suggestions”), you grant us all necessary rights to use such Suggestions for any purpose and acknowledge and agree that Clif Bar has no financial, credit or other obligations to you with respect to such Suggestions and may use them, or not use them, in our sole discretion and for any purpose whatsoever.

6. USER OBLIGATIONS. In using our Sites and providing User Content, you agree that we reserve the right to control the Content available on our Sites and understand that we may comply and cooperate with any law enforcement authorities and/or court order requesting or directing us to disclose the identity of anyone that has posted information or materials to our Sites. While we may monitor the Content on our Sites, including User Content, we are under no obligation to do so and assume no responsibility or liability arising therefrom.

You further agree that you are prohibited from posting or transmitting, through or in connection with our Sites:

  • Any unlawful, threatening, defamatory, scandalous, deceptive, fraudulent, tortious, obscene, pornographic, inflammatory, hateful, profane or infringing material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or otherwise violate any law;
  • Any virus, worm, Trojan horse, time bomb, spyware or other computer code, file or program that is harmful or invasive or may, or is intended to, damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment;
  • Any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letter," "pyramid scheme" or investment opportunity, or any other form of solicitation; and
  • Any material non-public information about a party without the proper authorization to do so.

In addition, you will not use our Sites:

  • For any fraudulent or unlawful purpose;
  • To defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including rights of privacy or publicity, or harvest or collect Personal Information (as defined in the Privacy Statement) about other users;
  • To impersonate any person or entity, including Clif Bar (including any of our affiliates), or any users of the Sites;
  • To falsely state or otherwise misrepresent your affiliation with any person or entity;
  • To express or imply that we endorse any statement or posting you make, or any products or services you may offer;
  • To disparage or injure the reputation or goodwill of Clif Bar, or any of its officers, directors or employees (but this is not intended to prevent or discourage you from providing honest review about our products and services);
  • To interfere with or disrupt the operation of our Sites or the servers or networks used to make our Sites available, or violate any requirements, procedures, policies or regulations of such networks;
  • Restrict or inhibit any other person from using our Sites, including by hacking, impeding access or defacing any portion of our Sites;
  • Use our Sites to advertise or offer to sell or buy any goods or services without our express prior written consent;
  • Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of or access to our Sites;
  • Except as expressly permitted by applicable law, modify, adapt, translate, reverse engineer, decompile or disassemble any portion of our Sites;
  • Remove any copyright, trademark or other proprietary rights notices from our Sites or from materials originating from our Sites;
  • Frame or mirror any part of our Sites without our express prior written consent;
  • Create a database by systematically downloading and storing all or any Content from our Sites; or
  • Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way reproduce or circumvent the navigational structure or presentation of our Sites, without our express prior written consent.

    7. ACCOUNT SECURITY. Portions of our Sites may require you to create an account with a user name and password. By creating an account, you represent and warrant that the information you provide is accurate and complete. You are responsible for maintaining the confidentiality of your account passwords, and you are solely responsible for all purchases and other activities that occur under your account. We reserve the right to require you to change your password if we believe your account is no longer secure.

    8. LINKING, THIRD PARTY LINKS. Our Sites may contain links to other websites. Clif Bar does not recommend, monitor, control or endorse any third party advertising, content, or other materials accessible on any third party websites so linked and is not responsible for any terms of use or privacy policies applicable to such websites, or how any such websites or third party may treat, handle or share your information. Your use of third party websites is at your own risk. Please be mindful of this as you link to other websites.

    We may allow you to link other websites to our Sites subject to your agreement to and compliance with these Terms, with or without our authorization, though we reserve the right to block or disable any links to or from our Sites at any time and for any reason. You agree to remove any links to our Sites on our request. You may not link to or otherwise provide access to any of our Sites in any way that alters the look, feel or functionality or any aspects of our Sites. In general, Clif Bar does not object to links to our Sites from third party websites that do not violate these Terms.

    9. LIMITATION OF LIABILITY. The use of our Sites and Content is at your own risk and the Sites and Content are provided on an "AS IS" and “AS AVAILABLE” basis, without any express warranties or representations of any kind. In addition, you acknowledge that transmissions over the Internet and communications networks are not in our control and can never be completely secure. Accordingly, we cannot and shall not be liable for any delay, failure, interruption, compromise or corruption of any data or other information transmitted in connection with use of our Sites, including information you provide to us on our Sites.

    EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS (INCLUDING THE TERMS OF SALE AND ANY OTHER ADDITIONAL TERMS OR OTHER TERMS OR POLICIES INCORPORATED HEREIN BY REFERENCE), TO THE FULLEST EXTENT PERMITTED BY LAW, CLIF BAR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY AND OTHERWISE REGARDING OUR SITES, OUR PRODUCTS AND SERVICES, CONTENT (INCLUDING ANY USER CONTENT), AND ANY THIRD PARTY SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CLIF BAR DOES NOT PROMISE THAT OUR SITES, OR ANY INFORMATION, CONTENT, MATERIALS OR SERVICES MADE AVAILABLE THROUGH OUR SITES, WILL BE ACCURATE, RELIABLE, COMPLETE, ERROR FREE OR COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. CLIF BAR FURTHER MAKES NO REPRESENTATION OR WARRANTY REGARDING THE STATEMENTS, ACTS OR OMISSIONS OF ANY THIRD PARTIES, THAT OUR SITES AND ANY OF THEIR FEATURES WILL BE AVAILABLE, THAT ACCESS WILL BE UNINTERRUPTED OR SECURE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT OUR SITES OR THE SERVERS OR NETWORKS THROUGH WHICH OUR SITES ARE MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLIF BAR DISCLAIMS ALL EQUITABLE INDEMNITIES.

    In no event shall Clif Bar, our licensors, suppliers or Content providers, or any of our or their officers, directors, employees or agents, be liable for any damages, including, without limitation, direct, indirect, incidental, consequential, special, exemplary and special damages or damages resulting from lost data or business interruption, regardless of the form of action or the basis of the claim, whether based on warranty, contract, tort, strict liability or any other legal theory, and whether or not a party has been advised of the possibility of damages. If, for any reason, Clif Bar shall be found to be liable notwithstanding the foregoing, Clif Bar’s aggregate liability to you or any other party or parties claiming with, under or through you, shall be limited to the lesser of the total amount paid by you to access and use our Sites or U.S. $1,000, notwithstanding any claim that such remedy fails of its essential purpose. No claim or action arising from or concerning our Sites, Content or otherwise hereunder may be brought later than one (1) year from the date the claim or cause of action arose.

    Some jurisdictions do not allow the exclusion, limitation or disclaimer of certain types of warranties, damages or liability in whole or in part. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any warranty or limit our liabilities, the scope and duration of such exclusions, limitations and disclaimers in these Terms shall always be construed to take full advantage of their meaning to the extent permitted by law. You should consult your own legal advisor should you wish to determine the laws and regulations that apply to you.

    10. INDEMNIFICATION. Except to the extent prohibited by law, you agree to defend, indemnify and hold harmless Clif Bar, our licensors, suppliers and Content providers, and our and their officers, directors, employees and agents, from and against any claims, actions or demands, costs, liabilities and settlements including without limitation, reasonable legal and accounting fees, arising out of: (a) your use of, or activities in connection with, our Sites; (b) any allegation that User Content from you infringes, misappropriates, or otherwise violates the intellectual property, publicity, privacy or other proprietary rights of others or violates these Terms; or (c) any other violation of these Terms attributable to you.

    11. TERMINATION AND ACCESS CANCELLATION. If you violate any of these Terms, Clif Bar has the right, at its sole discretion and without prior notice, to suspend or disable your access to our services or our Sites or any portion thereof. We may terminate your access to our services or our Sites at any time, without cause, and you agree that we will have no liability to you if we do. If we disable your access, you will not be able to reestablish access without our permission. We are under no obligation to continue to support our services or our Sites in any way or to provide you with updates or error corrections. Your rights under these Terms will terminate immediately and automatically, with or without notice in our sole discretion, if we cease to support our services or our Sites. If you have registered with us for any services, you may cancel your account with us at any time by contacting us.

    12. COPYRIGHTS. Clif Bar respects the copyright and intellectual property and ownership rights of others. The Digital Millennium Copyright Act of 1998 ("DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any material used or displayed on or through our Sites infringes your copyright, you may send us a notice to our Copyright Agent (as identified below) requesting that the material be removed or access to it blocked.

    For the notice to be effective, it must be in writing and must include the following information:

    (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

    (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works);

    (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on our Sites;

    (d) the name, address, telephone number and email address (if available) of the complaining party;

    (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and

    (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    Notices, and (if applicable) counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details. DMCA notices and counter-notices regarding the Content, your or other User Content, or otherwise relating to the Sites should be sent to:

    Legal Department / DMCA Notices
    Clif Bar & Company
    1451 66th Street
    Emeryville, CA 94608
    copyright@clifbar.com

    Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we reserve the right to terminate users who are repeat infringers in appropriate circumstances.

    13. ADDITIONAL TERMS AND THIRD PARTY SERVICES. Portions of, or certain services available on, our Sites, may be subject to additional terms between you and Clif Bar (as further described below, “Additional Terms”) that will be described in separate agreements, rules or policies posted on the applicable portions of our Sites and are incorporated herein by reference. Additional Terms include the following:

    (a) Certain features or functionality of our Sites may be subject to Additional Terms made available on the applicable portions of our Sites. For example, our Terms of Sale contain terms and conditions that supplement these Terms and govern your online ordering of products from us. To the extent that the terms and conditions of any such Additional Terms conflict with these Terms, the applicable Additional Terms will control for the applicable features and functionality.

    (b) In addition, Clif Bar or its authorized partners may operate sweepstakes, contests and promotions ("Promotions") through our Sites. You should carefully review the Additional Terms containing the official rules ("Official Rules") of each Promotion in which you participate, as they may contain additional important information about Clif Bar’s rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotions. To the extent that the terms and conditions of such Official Rules conflict with these Terms, the terms and conditions of such Official Rules for each Promotion will control for that Promotion.

    Portions of our Sites may incorporate or allow you to use third party products and services (“Third Party Services”), which may include without limitation an online e-commerce platform and the ability to post and read reviews of our products. We are not responsible to you for any Third Party Service or any policies or agreements applicable to any Third Party Service. Your use of any Third Party Service is subject to the applicable license agreements, terms and conditions, privacy policies, and other policies and agreements applicable to such Third Party Service. We do not approve or endorse any Third Party Service, nor are our Sites approved or endorsed by any Third Party Service.

    14. DISPUTE RESOLUTION, BINDING ARBITRATION AND CLASS ACTION WAIVER. 

    (a) You hereby agree that any claim or dispute between you and Clif Bar, whether brought by you or by Clif Bar, arising out of or relating in any way to these Terms (including the Terms of Sale, Subscription Terms, any other Additional Terms, and other terms or policies incorporated herein by reference), your use of our Sites or any Content, or other aspect of the Sites, must be resolved through final, binding arbitration, except that either of us may assert claims in small claims court if those claims qualify under applicable law. In addition, either you or we have the option to bring claims in court to enjoin infringement or other violation of intellectual property rights without seeking damages. This arbitration obligation applies regardless of whether the claim or dispute involves a warranty, tort, fraud, misrepresentation, product liability, negligence, violation of a statute, or any other legal theory. Unless you opt-out of arbitration as set forth below, the arbitrator, and not any federal, state or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability or formation of this arbitration provision, including any claim that all or any part of this arbitration provision is void or voidable. There is no judge or jury in arbitration, the arbitration will be subject to different rules than the rules that would apply in court, and court review of arbitration awards is very limited. However, an arbitrator can award on an individual basis the same damages and other relief as a court (including injunctive and declaratory relief and statutory damages), and must follow these Terms, as a court would.

    (b) All arbitrations under these Terms shall be conducted on an individual, and not on a class-wide, basis, and an arbitrator shall have no authority to certify a class or award class-wide relief. The arbitrator is authorized only to award relief on behalf of the individual parties and only to their extent of their individual claims. You acknowledge and agree that unless otherwise agreed in writing by you and Clif Bar, with regard to any claims hereunder, you may not seek to, and an arbitrator or court may not, join or consolidate your claims with any other similar claims. You agree you will not proceed in any court or arbitration proceedings as a representative of others (including in the capacity of a private attorney general), join in any court or arbitration proceedings brought by any other person, and understand that you may not be included as a member of any class that may be certified by a court or arbitrator. Your waivers of your rights to bring or participate court proceedings and as a representative or member of a class applies specifically, but is not limited to, claims brought under California’s Unfair Competition Law, False Advertising Act and its Consumer Legal Remedies Act, Ohio’s Unfair and Deceptive Trade Practices Act and any other state consumer protection laws.

    (c) Before commencing any arbitration proceedings under these Terms, a party must first send to the other a written notice of dispute (“Notice”). Your Notice to Clif Bar must be sent to: General Counsel, Clif Bar Legal Department, legaldept@clifbar.com. If a party’s claim is not resolved within sixty (60) days of delivery of the applicable Notice, you or we may commence arbitration proceedings in accordance with these Terms. The arbitration of any claim or dispute hereunder (including whether a valid arbitration agreement exists and whether it covers the dispute) shall be conducted by a single, neutral arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association or its successor (“AAA”) or, if you are an individual, the AAA's Consumer Arbitration Rules, which are available by calling the AAA, at 1-800-778-7879, or by visiting its website at www.adr.org. If those rules conflict with any portion of these Terms, these Terms shall control. The arbitration of any claims or disputes hereunder shall be conducted in the County of Alameda, California, except that if you are an individual the arbitration may be conducted in the county or parish of the billing address you provide to us (if applicable) or else in the county or parish of your primary residence. You or we also may choose to have the arbitration conducted by telephone, based on written submissions or in person at another mutually agreed location. Payment of all filing, administration and arbitrator fees will be governed by AAA’s rules. If you are an individual, we will reimburse you for those fees for claims totaling less than $10,000, unless the arbitrator determines your claims are frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

    (d) YOU AND WE SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EACH OF US EXPRESSLY WAIVES THE RIGHT TO BRING A LAWSUIT IN COURT BASED ON ANY CLAIMS OR DISPUTES DESCRIBED IN SECTION 14(a) ABOVE, AND THAT YOU AND WE EXPRESSLY WAIVE THE RIGHT TO HAVE SUCH LAWSUIT RESOLVED BY A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION. AS SUCH, YOU AND WE HEREBY AGREE TO RESOLVE ANY AND ALL CLAIMS DESCRIBED IN SECTION 14(a) ABOVE VIA INDIVIDUAL BINDING ARBITRATION PER THE TERMS AND CONDITIONS SET FORTH IN SECTIONS 14(b) AND 14(c) ABOVE.

    (e) Subject to reimbursement of certain fees as described in Section 14(c), each party shall pay its own fees and costs of its own attorneys, experts and witnesses incurred in connection with any arbitration or court proceeding between the parties, notwithstanding any provision awarding attorneys’ fees to a prevailing party that may be a part of any statute under which you or we may bring a claim.

    (f) These Terms and all claims related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions, and the United States Federal Arbitration Act. This Section 14 shall survive any expiration or termination of this Agreement.

    (g) You may opt-out of Sections 14(a)-(d) by sending a notice (“Rejection Notice”) to Clif Bar no later than sixty (60) days after your first consent to these Terms or to any subsequent revisions to this Section 14. If you opt out of a subsequent revision, you will remain bound by the prior version of this Section unless you previously opted out of that version. You must mail the Rejection Notice by certified mail return receipt requested or messenger service (e.g. Federal Express) to Clif Bar at General Counsel, Clif Bar Legal Department email: legaldept@clifbar.com. In the event of any dispute concerning whether you provided a Rejection Notice within sixty (60) days, you must provide a signed receipt confirming Clif Bar received the Rejection Notice within sixty (60) days. You may opt out of these Terms in their entirety by not using the Sites.

    (h) To the extent that a dispute is not subject to arbitration under this Section 14, such dispute may be resolved through an action brought in the appropriate state or federal court located in Alameda County, California; and we both irrevocably consent to the jurisdiction and venue of such courts for the adjudication of any non-arbitrable claims and waive any objection to such courts on any basis, including without limitation inconvenience of the forum.

    15. ENTIRE AGREEMENT AND ASSIGNMENT. These Terms, including any additional terms or policies incorporated herein by reference, constitute the entire agreement between you and Clif Bar regarding our Sites and supersedes any and all other oral or written terms, representations, promises or discussions. Clif Bar can amend these Terms as provided in Section 1. You cannot amend these terms except through a mutual, written agreement signed by you and an authorized officer of Clif Bar & Company that expressly states that it is amending these Terms.

    You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Clif Bar may assign or transfer these Terms, at its sole discretion and without restriction.

    16. ELECTRONIC COMMUNICATIONS NOTICE. When you use our Sites or send emails to us, you are communicating with us electronically. You consent to receiving communications from us electronically. We may communicate with you by email or posting notices on the applicable portions of our Sites. You may update your information for notice purposes by logging in to your account. You agree that all agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you wish to withdraw your consent for us to communicate with you electronically, you must terminate your account (if any) and you may not use our Sites.

    17. ENFORCEMENT AND SEVERABILITY. The failure of Clif Bar to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized Clif Bar representative. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

    Questions or comments regarding our Sites, including reports of non-functioning links, should be submitted using our Contact Us form or via U.S. mail to: Clif Bar & Company, 1451 66th Street, Emeryville, CA 94608.

    TERMS AND CONDITIONS OF USE - PREVIOUS VERSION

    November 28, 2016