Terms of Use Privacy Policy P.O. Terms and Conditions

The Site

Welcome to www.questnutrition.com (the “Site”). Quest Nutrition, LLC, a Delaware limited liability company (“we”, “us” or “our”), provides the Site and the information and services offered on the Site to you, subject to the following Terms of Use (“TOU”). By using the Site, you agree to be bound by these TOU. We may, in our sole discretion, modify these TOU with or without notice to you. Please continue to periodically review these TOU when using the Site. By continuing to access and use the Site after these TOU have been modified, you are agreeing to such modifications. In addition, when using particular services or features on the Site, you shall be subject to any posted guidelines or rules applicable to such services or features that may be posted from time to time, including, without limitation, any new features or functionality (including, without limitation, media, video and related projects) that augment or enhance the services or features. All such guidelines or rules are hereby incorporated by reference into these TOU.

The Service

The Site and the information, features and services available through the Site may be referred to herein collectively as the “Service”. Unless explicitly stated otherwise, any new features or services that augment or enhance the Service in the future shall be considered part of the Service and subject to these TOU. The Service is provided primarily for informational purposes, and is not guaranteed. We shall not be responsible or liable for the accuracy, completeness, usefulness or availability of any information or other content, data, text, URLs, graphics, audio and video clips, advertising or any other materials (collectively, the “Content”) transmitted or made available via the Service. We shall not be responsible or liable for any decisions made in reliance on such information.

Registration

The Site may require registration or may otherwise ask you to provide information to participate in certain features or to access certain content. As part of the registration and account creation process, you will select a password and provide us with certain registration information. You are solely responsible for maintaining the confidentiality of your password(s) and for all usage or activity on your account, including the use of your account by any person using your password(s). If you choose to register with the Service or otherwise provide personal or other information to the Service, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form or other areas of the Service, and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information to us that is untrue, inaccurate, not current or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

As a condition of using the Service, you agree to the terms of Quest’s Privacy Policy, which may be updated from time to time. Any personal or other information you provide to us is subject to our Privacy Policy. A current version of the privacy policy may be viewed at http://www.questnutrition.com/privacy-policy/.

Third Party Websites

The Service may provide links to websites or resources outside of the Site. Because we have no control over external sites and resources, you acknowledge and agree that we are not responsible for the availability of such sites or resources, and do not endorse and are not responsible or liable for any Content, advertising, goods, services or other materials on, available through or provided by such sites or resources. Your correspondence or business dealings with, or participation in promotions of, any websites that you find or link to through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such websites. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of links to such websites on the Service.

Social Media Websites

If you choose to use social media connect functions on the Site, you acknowledge and agree to abide by the relevant terms and conditions of each respective social media website that we may utilize. The terms and conditions for the social media websites may be found on each respective social media website. This function is intended to enable you to participate in certain features or to access certain content and enable us to connect with social media websites so that you can send newsfeeds about your activities to each of these websites. Such social media websites may also be able to use information about action you take on our Site. However, note that where you choose to publish information on the interactive parts of our Site outside of these privacy settings, or in any way other than through a social media website, that information will not be protected by us. It is information in the public domain, which may be accessed by any person using the Web in any part of the world and can be found using independent search engines. If you choose to post information to the interactive parts of our Site in this manner, you do so at your own risk. In addition, you acknowledge and agree that we are not responsible for the availability of these websites, or any other social media websites that we may add to the connect function, and do not endorse and is not responsible or liable for any Content, advertising, goods, services or other materials on, available through or provided by such websites or resources.

Postings/User Conduct

Product pages, blog articles, or other interactive areas that are or may be offered on the Site ("User Forums") are provided to give users a forum to express their opinions and share their ideas and information. The individual who posts content in the User Forums ("Community Content") is responsible for the reliability, accuracy, and truthfulness of such content, and we have no control over the same. Additionally, we have no control over whether any such posted material is of a nature that users will find offensive, distasteful or otherwise unacceptable and expressly disclaims any responsibility for such material.

We do not and cannot review every message posted by users in the User Forums, and is not responsible for the content of these messages or the views or opinions expressed by the users of the User Forums. Information disclosed in the User Forums is by design revealed to the public. We reserve the right, but are not obligated, to delete, move or edit content, in whole or in part, submitted by you to the Site for any reason in our sole discretion. In addition, we may delete, move, edit or disclose the contents of messages when it is required to do so by law or in a good faith belief that such action is necessary to protect and defend our rights and property or to protect the safety of our users or the public. In no event do we assume any obligation to monitor the User Forums or remove any specific material.

You understand that the uploading to and/or posting of any Community Content in any User Forum shall not be subject to any obligation of confidence on the part of Company, and we shall not be liable for any use or disclosure of any Community Content.

Restrictions on Use:

In consideration for your use of the User Forums and functionality, you agree to comply with the "Community Guidelines" set forth below. Without limiting our other rights and remedies, individuals who violate the following Community Guidelines may, at our sole discretion, be permanently banned from using the Site:

1. harass, stalk or otherwise abuse another user;

2. transmit, post, send, upload, distribute, submit or otherwise make available any content that is false, harmful, threatening, abusive, tortious, defamatory, libelous, disparaging (including disparaging of Quest Nutrition), vulgar, obscene, pornographic or that promotes violence, racial hatred, terrorism or illegal acts, or is otherwise objectionable (as determined by us in our sole discretion);

3. transmit, post, send, upload, distribute, submit or otherwise make available any content that is unlawful or infringes, violates or misappropriates any patent, trademark, trade identity right, trade secret, publicity right, privacy right, copyright or any other intellectual property or any other rights of any third party;

4. transmit, post, send, upload, distribute, submit or otherwise make available any viruses, Trojan horses or other harmful, disruptive or destructive files or material that interferes with any third party's use and enjoyment of the Site;

5. impersonate any person or entity, or otherwise disguise the origin of any content transmitted through the Site or to Quest Nutrition, including forging any TCP/IP packet header or any part of the header information in any transmission to the Site for any reason;

6. transmit, post, send, upload, distribute, submit or otherwise make available through the Site any personal advertising, junk mail, spam, chain letters, pyramid schemes or offer for sale of any products or services, except in areas, if any, specifically designated for such purposes;

7. violate any applicable local, state, federal or international law, rule or regulation;

8. transmit, post, send, upload, distribute, submit or otherwise make available through the Site any content containing any solicitation of funds, promotion, advertising, or solicitation for goods or services. You also hereby acknowledge that you are prohibited from soliciting other guests to join or become members of any commercial online service or other organization;

9. collect or harvest the information of any user or otherwise access the Site using automated means (including but not limited to harvesting bots, robots, spiders or scrapers);

10. “frame”, “mirror” or “deep link” any part of the Site or other Offerings without our prior written authorization; or

11. link to any page within the Site or other Offerings from any web site or web page that makes any claims as to the curative or health enhancing powers of any substance, whether or not such substance is produced, marketed, sold or distributed by us.

We do not endorse the Community Content in the User Forums and specifically disclaim any responsibility or liability to any person or entity (including, without limitation, persons who may use or rely on such material) for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character based upon or resulting from any Community Content provided through a User Forum. By posting or uploading Community Content to any User Forum or submitting any other Community Content to us, you automatically grant (or warrant that the owner of such rights has expressly granted) us a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, sub-license, create derivative works from and distribute such materials or incorporate such Community Content into any form, medium, or technology now known hereafter devised throughout the universe in perpetuity. In addition, you warrant that the content as uploaded or posted by you does not violate any person's so-called publicity rights or "moral rights" or other similar or analogous rights under any applicable laws in any country or region of the world.

You agree to indemnify us for any and all third party claims, damages, losses, and causes of action arising from or as a result of your posting or uploading any Community Content to any User Forum or submitting any Community Content to us, or your failure to comply with the Community Guidelines.

Submissions

We are pleased to hear from users and welcome your comments regarding Quest Nutrition’s services and products. Nevertheless, our company policy does not allow it to accept or consider creative ideas, suggestions, or materials other than those it has specifically requested (see below). While we value your feedback on our services and products, we request that you do not submit any creative ideas, suggestions, or materials. We hope you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by us or our affiliates' professional staff might seem to others to be similar to their own creative work. Accordingly, we ask that you do not send us any original creative materials. If you send or post certain specific submissions at our request (e.g., via message boards or in connection with contests) or if you send us creative suggestions, ideas, notes, photographs, drawings, concepts, or any other information (each, a "Submission" and collectively, the "Submissions") despite our request that you not send us any unsolicited Submissions or other creative materials, the Submission will be treated as non-confidential and non-proprietary in each instance. For purposes of this Paragraph, all Community Content shall be deemed included in the definition of Submissions. None of the Submissions shall be subject to any obligation of confidence on the part of us, and we shall not be liable for any use or disclosure of any Submissions. Any Submission may be used by us without restriction for any purpose whatsoever, including, without limitation, reproduction, disclosure, transmission, publication, broadcast or posting, and you hereby irrevocably waive, release and give up any claim that any use of such Submission violates any of your rights, including, without limitation, copyrights, trademarks, moral rights, privacy rights, proprietary or other property rights, publicity rights, or right to credit for the material or ideas.

We shall have and are irrevocably granted the right, but not the obligation, to reproduce, modify, adapt, publish, broadcast, license, perform, post, sell, translate, incorporate, create derivative works from, distribute and otherwise use the Submission in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, without according you any compensation or credit. By submitting a Submission to this Site or us, you represent that such Submission is original with you and does not violate or infringe upon the rights of any third parties, including, without limitation, any intellectual property rights and rights of publicity and/or privacy. All Submissions to the Site and/or us shall be our sole property and will not be acknowledged or returned. You agree and understand that we are not obligated to use any Submission you make to the Site or us and you have no right to compel such use. You hereby acknowledge and agree that your relationship with us is not a confidential, fiduciary, or other special relationship, and that your decision to submit any material to us does not place us in a position that is any different from the position held by members of the general public with regard to your Submission. You understand and acknowledge that we have wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to it or being developed by our own employees. Many ideas or stories may be competitive with, similar or identical to your Submission in theme, idea, plot, format or other respects. You acknowledge and agree that you will not be entitled to any compensation as a result of our use of any such similar or identical material. Finally, you acknowledge that, with respect to any claim you may have relating to or arising out of our actual or alleged exploitation or use of any material you submit to the Site and/or us, the damage, if any, thereby caused will not be irreparable or otherwise sufficient to entitle you to injunctive or other equitable relief or to in any way enjoin the production, distribution, exhibition or other exploitation of any production based on or allegedly based on the material, and your rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.

Promotions

This Site may contain sweepstakes, contests or other promotions that require you to send material or information about yourself. Please note that sweepstakes, contests or promotions offered via the Site may be, and often are, governed by a separate set of rules that, in addition to describing such sweepstakes, contest or promotion, may have eligibility requirements, such as certain age or geographic area restrictions, terms and conditions governing the use of material you submit, and disclosures about how your personal information may be used. It is your responsibility to read such rules to determine whether or not you want to and are eligible to participate, register and/or enter. By entering any such sweepstakes, contest or other promotion, you agree to comply with abide by such rules and the decisions of the sponsor(s) identified therein, which shall be final and binding in all respects.

Modifications To Service

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

Termination

We reserve the right, in our sole discretion, immediately and without notice to suspend or terminate these TOU, your account (if you have registered) and/or your ability to access the Site, for any reason including any breach by you of these TOU or conduct by you that we determine to be inappropriate. Without limiting the foregoing, if you post any images or Content to the Site that infringes the copyright of any third party, such conduct shall be grounds for immediate termination of your account.

Our Proprietary Rights

You acknowledge and agree that the Site and the Service and any necessary software used in connection with the Service (the “Software”) contain proprietary and/or confidential information, Content and other materials that are protected by applicable intellectual property and other laws (including, without limitation, copyrights, trademarks, service marks and patents). You acknowledge that you do not acquire any ownership rights in any intellectual property through your use of the Site. Except as expressly authorized by us, you agree not to modify, rent, lease, loan, sell, distribute, create derivative works based on, or otherwise use the Software, the Service or any Content contained thereon, in whole or in part. In addition, you may not copy, reproduce, republish, upload, post, transmit or distribute materials from the Site in any way or manner without our prior written permission.

QUEST NUTRITION, the accompanying logos, trade dresses and all other intellectual property on this Site is owned by Quest Nutrition, LLC.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL INFORMATION, CONTENT, SERVICES OR PRODUCTS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE OR THE INFORMATION, CONTENT, SERVICES OR PRODUCTS INCLUDED OR OFFERED ON OR THROUGH THE SERVICE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

2. WE MAKE NO WARRANTY THAT

   1. THE SERVICE OR ANY INFORMATION, CONTENT, SERVICES OR PRODUCTS OBTAINED THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS,

   2. THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,

   3. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR ANY INFORMATION, CONTENT, SERVICES OR PRODUCTS PROVIDED THEREIN WILL BE ACCURATE OR RELIABLE,

   4. THE QUALITY OF ANY SERVICES OR ANY INFORMATION, CONTENT, SERVICES OR PRODUCTS OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND

   5. ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

3. ANY MATERIAL OBTAINED FROM THROUGH THE USE OF THE SERVICE IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY SUCH MATERIAL.

4. d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR FROM OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

1. THE USE OR THE INABILITY TO USE THE SERVICE OR ANY PRODUCT OBTAINED THROUGH THE SERVICE;

2. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;

3. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR

4. ANY OTHER MATTER RELATING TO THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

No Personal Advice or Endorsements

The Site and its Content (including any postings, comments, e-mails or information provided by users) are for informational and entertainment purposes only, and is not intended to replace or substitute for any professional financial, medical, legal or other advice. In addition to the disclaimers and limitations of liability set forth above, we and our affiliates make no representations or warranties and expressly disclaim any and all liability in connection with any health claims or information offered or provided by users of the Site. Any such health claims or information offered or provided by users are not tested, substantiated or endorsed by us and individual results may vary and may not be typical for individual consumers.

Dispute Resolution

Binding Arbitration

The sole and exclusive jurisdiction and venue for resolving any controversy or claim arising out of or relating to the TOU or the Service, including, without limitation, any dispute with respect to this arbitration provision, any claim in tort, or any claim for violation of any federal, state or local statute, or ordinance or regulation (collectively, “Disputes”), shall be through confidential binding arbitration in Los Angeles County, California. The arbitration shall be conducted by JAMS/Endispute (“JAMS”), whose rules applicable to such disputes shall be in force, and judgment or the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. There shall be one arbitrator to be mutually selected by the parties, and if the parties cannot so select, the arbitrator shall be appointed by JAMS. The fees of the arbitrator, administrative fees, and the other fees and costs of the arbitration, including, but not limited to, the cost of any record or transcripts of the arbitration, shall be advanced by the parties to the arbitration in equal portions, and, in addition thereto, each such party shall advance the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case. THE PARTIES HERETO WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ARBITRABLE CONTROVERSY OR CLAIM.

Waiver of Class Arbitration

To the fullest extent permissible under applicable law, all Disputes shall be resolved by confidential binding arbitration on an individual basis. You expressly agree that no other Disputes shall be consolidated or joined with your Dispute, whether through class arbitration proceedings or otherwise (“Class Arbitration”). You further acknowledge and agree that any arbitrator assigned to a Dispute lacks the authority to conduct Class Arbitration and that such arbitrator shall only hear individual Disputes. By using the Site and the Service, you acknowledge that you are voluntarily and knowingly waiving any right to participate as a representative or member of any class of claimants pertaining to any Dispute subject to arbitration under this TOU, such that you shall not be entitled to arbitrate any Dispute as a representative, a class action or in a private attorney general capacity.

General Information

These TOU constitute the entire agreement between you and us and govern your use of the Service, superseding any prior agreements between you and us. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. These TOU and the relationship between you and us shall be governed by the laws of the State of California without regard to its conflict of law provisions. Unless otherwise provided herein, you and we agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the State of California. Any failure on our part to exercise or enforce any right or provision of these TOU shall not constitute a waiver of such right or provision. If any provision of these TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these TOU remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Contacting Us

If you have any questions or comments about these terms, please contact us at the address listed above. Please report any violations of these TOU to Business&Legalaffairs@questnutrition.com.

QUEST NUTRITION PRIVACY POLICY

Last Updated: March 10, 2021

SCOPE

This Privacy Policy ("Policy") describes how Simply Good Foods USA, Inc., a New York corporation ("Quest," "we," or "us") treats personal information on our websites, applications, and platforms where this Policy is located (the “Platform”). This Platform is intended for use by individuals who are located in Australia

TYPES OF INFORMATION WE COLLECT

Quest collects information from you and about you. Here are some examples of the information we may collect:

• Contact Information. When you sign up for an account, for example, we may collect your name, mailing address, telephone number and email address. We may also collect your mobile phone number

• Payment Information. When you order a product on the Platform, we may collect your billing address and payment information.

• Information You Post. We may collect information you post in a public space on our Platform, such as when you comment or submit a customer review.

• Social Media Information. We may collect information you post on our social media pages. We may also collect your social media profile information and information posted on your page.

• Information You Submit. We may collect information when you send us a message through the “Contact Us” page or similar features on our Platform. We may also collect information when you enter a promotion, contest or challenge. This may include information about your height, weight and fitness. It may also include photos, videos and other user-generated content that you submit.

• Demographic Information. We may collect your birthdate, age, gender and zip code. We may also collect information that could identify you and relates to your hobbies, interests and shopping behavior.

• Device Information. When you browse our Platform, we may collect the type of device you use to access our Platform. We may also collect your device identifier, IP address or mobile operating system.

• Other Information. If you use our Platform, we may collect information about the browser you are using. We might look at what site you came from, or what site you visit when you leave us.

HOW WE COLLECT YOUR INFORMATION

Quest collects your information in different ways. Below are some examples of how we may collect your information.

• Directly From You. For example, when you:

Register for an account.

Purchase products or services through our Platform.

Sign up to receive promotional communications.

Participate in one of our promotional sweepstakes, contests, surveys, or focus groups.

Use the customer review or related services and features.

Submit a request to our Consumer Service team.

Interact with our social media pages.

Apply for a job through our Platform.

• Passively. For example, when you:

Visit and navigate our Platform on any device.

Enable location-based features on our Platform.

Click on sponsored links or third-party advertisements.

We may also collect information about users over time and across different websites, apps and devices when you use the Platform. Third parties also collect personal information this way on our Platform.

• From Third Parties. We may receive information about you from other sources. For example, this may include receiving information from:

Our business partners, including online advertising networks, analytics vendors, and companies that co-sponsor our promotions or help us administer a challenge.

Social media sites, including Facebook, Twitter, YouTube, Pinterest, Snapchat and Instagram.

HOW WE USE YOUR INFORMATION

Examples of how we may use your information include:

• To Provide Our Products and Services. This could include fulfilling your requests for products or services. It could also include processing purchases or other transactions.

• To Improve Our Products and Services. We may use your information to make our Platform, products and services better. We may also use your information to customize your experience with us.

• To Understand Your Interests. For example, we may use your information to better understand what products interest you.

• To Respond to Your Requests or Questions. This may include responding to your feedback or notifying you if you win a promotion.

• To Communicate With You. We may communicate with you about your account or our relationship. We may also contact you about this Policy or our Platform terms and conditions.

• To Determine Your Eligibility. We may use your information to verify your identity or determine your eligibility for some of our products, services and promotions. For example, this may include verifying your age, date of birth and state of residence.

• For Marketing Purposes. We may provide you with information about new products and special offers. We might use your information to serve you ads about products and offers. We might tell you about new features or updates. These might be third party offers or products we think you might find interesting. We may also use your information to send you electronic communications, including through email or text message. We and our partners may engage in interest-based advertising using information gathered across multiple websites, devices, or other platforms. For more information about your choices related to these communications, see the Choices section below.

• For Security Purposes. This could include protecting our company and consumers who use our products and services. It may also include protecting our Platform.

• As Otherwise Permitted By Law or As We May Notify You.

HOW WE SHARE YOUR INFORMATION

We may share your information (including to entities located overseas) in the following ways:

• With Our Affiliates and Parent Company For example, we may share your information with our affiliates in the United States.

• On our Platform. or example, we may publically display information you post on our social media sites or submit through our customer reviews feature. We may also display information you submit in connection with a promotion.

• With Our Service Providers. We may share your information with third parties who perform services on our behalf. For example, this may include merchandise vendors and payment processors. It may also include companies that send emails on our behalf or help us run our Platform.

• With Our Business Partners. For example, this may include a third party that co-sponsors a contest or promotion or helps us administer a health challenge. We may also share information with social media sites, advertisers, media buying agencies, advertising networks and advertising service providers. We may also share information with companies that help us learn more about our customers.

• With Third Parties for Marketing Purposes. his may include third parties in whose products or services we believe you may be interested. These third parties may also share your information with others. These third parties may use your information for their own marketing purposes or the marketing purposes of others. This may include the delivery of interest-based advertising.

• With Any Successors to All or Part of Our Business or One of Our Brands. For example, if Quest merges with, acquires or is acquired, or sells a brand or part of its business to another business entity. This may include an asset sale, corporate reorganization or other change of control. We may sell or transfer our customer information as an asset or as part of a larger transaction action.

• To Comply With the Law or To Protect Ourselves. For example, this could include responding to a court order or subpoena. It could also include sharing information if a government agency or investigatory body requests. We might share information when we are investigating a potential fraud. This could include fraud we think has occurred during a sweepstakes or promotion. We may also share information if you are the winner of a sweepstakes or other contest with anyone who requests a winner’s list.

• For Other Reasons We May Describe to You At The Relevant Time.

OVERSEAS TRANSFERS OF YOUR PERSONAL INFORMATION

Some of our service providers, including data storage and technology service providers, may be located or use locations outside of Australia.

Where we share personal information overseas, we take steps to ensure that our service providers are obliged to protect this personal information in accordance with Australian legal requirements and that they are only permitted to use personal information for the purpose for which it is shared.

Our service providers or their data storage servers may be located, and may store your personal information from time to time, in a number of countries, including the EU and the United States

We may share your personal information overseas for reasons including:

• where we have made a business decision to engage with a trusted service provider to assist us with certain functions, including data storage, combining and analyzing data and processing data;
• for disclosures between our affiliated companies;
• when the business that collected your personal information is in a different country to your location;
• where you are involved with public liability issues, we may share your personal information with our overseas insurer or other supplier of relevant services in the course of managing those issues.

This Platform is subject to the laws of the United States, which may not provide the same level of protections as those in your own country (unless specific laws of your jurisdiction apply to this Policy).

CHILDREN UNDER 13

The Platform where this Policy is located is meant for adults. We do not knowingly collect or maintain personal information from persons under the age of 13. If you are a parent or legal guardian and think your child under 13 has provided us with personal information, please contact us at smplprivacy@simplygoodfoodsco.com. You can also write to us at the address listed at the end of this Policy.

YOUR CHOICES REGARDING YOUR PERSONAL INFORMATION

You have certain choices about how we use your information. Certain choices you make are browser and device specific.

Marketing Communications:

You can opt out of receiving our marketing communications. Note that you will still receive transactional messages from us, including information about your account and responses to your inquiries. To opt out of receiving our marketing communications, you can follow the instructions contained in the communication.

Cookies & Other Tracking Technologies:

Quest uses the following kinds of cookies on the Platform:

Mobile Application and Location Based Services:

• Essential website cookies: These cookies are needed to provide you with services available through our Platform and to use some of their features, such as access to secure areas, maintain your security and privacy against potential risks and fraud activities to enable us to tailor our menu to your location. Because these cookies are strictly necessary to deliver the Platform to you, the Platform might become inaccessible if you block those cookies.

• Analytics and customization cookies: These cookies collect information that is used either in aggregate form to help us understand how our Platform is being used or how effective our marketing campaigns are, or to help us customize our Platform for you.

• Advertising cookies: These cookies are used to make advertising messages more relevant to you. They perform functions like preventing the same ad from continuously reappearing, ensuring that ads are properly displayed for advertisers, and in some cases selecting advertisements that are based on your interests.

• Social networking cookies: These cookies are used to enable you to share pages and content that you find interesting on our Platform through third party social networking and other websites. These cookies may also be used for advertising purposes.

• Your browser may give you the ability to control cookies or other tracking tools. How you do so depend on the type of tool. Certain browsers can be set to reject browser cookies. To control flash cookies, which we may use on certain websites from time to time, you can go herea>. Why? Because flash cookies cannot be controlled through your browser settings.

Our Do Not Track Policy

• Some browsers have “do not track” features that allow you to tell a website not to track you. These features are not all uniform. We do not currently respond to those signals. If you block cookies, certain features on our sites may not work. If you block or reject cookies, not all of the tracking described here will stop.

• Options you select are browser and device-specific.

YOUR PRIVACY RIGHTS

If you reside in Australia, you may seek to access or correct the personal information we hold about you. To make such a request, please email us at smplprivacy@simplygoodfoodsco.com or write to us at the address listed below.

If you reside in Australia and wish to raise a complaint about our handling of your personal information, please send us an email at smplprivacy@simplygoodfoodsco.com or write to us at the address listed below and provide us with as much detail as possible about your complaint. We will take any privacy complaint seriously and will assess any complaint with the aim of resolving it in a timely and efficient manner. We request that you cooperate with us during this process and provide us with any relevant information that we may need. If you are not satisfied with the outcome of our assessment of your complaint, you may wish to contact the Office of the Australian Information Commissioner.

SECURITY

The Internet is not 100% secure. We cannot promise that your use of our Platform will be completely safe. We encourage you to use caution when using the Internet. We use reasonable means to safeguard personal information under our control.  A user id and a password are needed to access certain areas of the Quest Platform. It is your responsibility to protect your username and password.

Any personal information we hold is generally stored electronically in computers or cloud systems operated by us or by our service providers. We implement a range of information security measures and encryption protocols when we handle your personal information to protect it from unauthorized access, loss, misuse or wrongful alteration.

Our third party payment processor protects your payment card details with encryption and hashing methods. Do not include your full card details when you communicate with us via email, SMS or chat messages. If we have to make a reference to your payment card number, we will only refer to the last four digits in any form of written communications.

LINKS

Our Platform may contain links to other third party sites that are not governed by this Policy. If you click on a link to a third party site, you will be taken to a site we do not control. We are not responsible for the privacy practices used by third party sites. We suggest that you read the privacy policies of those sites carefully. We are not responsible for these third party sites.

HOW TO CONTACT US

If you have any questions, comments or concerns with respect to our privacy practices or this Policy, or wish to update your information, please feel free to contact us at smplprivacy@simplygoodfoodsco.com or by telephone at 888-212-0601. You may also write to us at the following address:

Simply Good Foods USA, Inc.

ATTN: Quest Nutrition

Attn: Consumer Engagement

777 S Aviation Blvd., Ste. 100

El Segundo, CA, 90245

CHANGES IN POLICY

From time to time, we may change our Policy. We will notify you of any material changes to our Policy as required by law. We will also post an updated copy on our Platform and change the “Last Updated” date above. Please check our Platform periodically for updates.

Applicability

1. this purchase order is an offer by Quest Nutrition, LLC (the "Buyer") for the purchase of the goods specified on the face of the purchase order (the "Goods") from the party to whom the purchase order is addressed (the "Seller") in accordance with and subject to these terms and conditions (the "Terms"; together with any terms and conditions on the face of the purchase order, the "Order"). The Order, together with any documents incorporated herein or therein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Seller’s acceptance to the terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller’s general terms and conditions of sale or any other document issued by Seller in connection with this Order.

2. These Terms apply to any repaired or replacement Goods provided by Seller hereunder.

3. Buyer is not obligated to any minimum purchase or future purchase obligations under this Order.

Acceptance

This Order is not binding on Buyer until Seller accepts the Order in writing. If Seller does not accept the Order in writing within 10 days of Seller’s receipt of the Order, this Order will lapse. Buyer may withdraw the Order at any time before it is accepted by Seller.

Delivery Date

Seller shall deliver the Goods in the quantities and on the date(s) specified in the Order, or as otherwise agreed in writing by the parties (the "Delivery Date"). Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate the Order immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses attributable to Seller’s failure to deliver the Goods on the Delivery Date. [Buyer has the right to return any Goods delivered prior to the Delivery Date at Seller's expense and Seller shall redeliver such Goods on the Delivery Date.]

Quantity

Other than as may be set forth in a separate agreement between Buyer and Seller, if Seller delivers a quantity of Goods that varies by more than 10% from the quantity ordered, Buyer may reject all or any Goods, including without limitation all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller’s risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.

Delivery Location

All Goods shall be delivered to the address specified in the Order (the "Delivery Location") during normal business hours or as otherwise instructed by Buyer.

Shipping Terms

Delivery shall be made as specified in the Order. If no shipping terms are specified, delivery shall be made DAP Delivery Location, Incoterms® (2010). Seller shall give written notice of shipment to Buyer when the Goods are delivered to a carrier for transportation. Seller shall provide Buyer all shipping documents, including the commercial invoice, packing list, bill of lading, air waybills and any other documents necessary to release the Goods to Buyer within three business day[s] after Seller delivers the Goods to the transportation carrier. The Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence, and any other documents pertaining to the Order.

Title and Risk of Loss

Title passes to Buyer upon Acceptance of the Goods. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.

Packaging

All goods shall be packed for shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be at Seller’s expense.

Quality Assurance and Traceability

Each Seller shall, at its expense, ensure full traceability, and keep appropriate records, of the Goods and all ingredients and components used in the Goods up until title to the Goods passes to Buyer.

Amendment and Modification

No change to an Order is binding upon Buyer unless it is in writing, specifically states that it amends the specific Order and is signed by an authorized representative of Buyer.

Inspection and Rejection of Nonconforming Goods

Buyer has the right to inspect the Goods within 10 days of the Delivery Date (“Acceptance”). Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to:

1. rescind the Order in its entirety;
2. accept the Goods at a reasonably reduced price; or
3. rescind the Order in its entirety;
4. reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, within a commercially reasonable period replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective Goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Order for cause pursuant to Section 21. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Order, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.

Price

The price of the Goods is the price stated in the Order (the “Price”). If no price is included in the Order, the Price shall be the price set out in Seller’s published price list in force as of the date of the Order, or such price as may have been agreed upon previously between Buyer and Seller. Unless otherwise specified in the Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties, and fees and applicable taxes, including, but not limited to, all sales, use, or excise taxes. No increase in the Price is effective, whether due to increased material, labor, or transportation costs or otherwise, without the prior written consent of Buyer.

Most Favored Customer

Seller represents and warrants that the price for the Goods is the lowest price charged by Seller to any of its external buyers for similar volumes of similar Goods. If Seller charges any other buyer a lower price, Seller hereby agrees to apply that price to all Goods under this Order. If Seller fails to meet the lower price, Buyer, at its option, may terminate this Order without liability pursuant to Section 21.

Payment Terms

Seller shall issue an invoice to Buyer on or any time after the completion of delivery of the Goods and only in accordance with these Terms. Buyer shall pay all properly invoiced amounts due to Seller within 45 days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. All payments hereunder shall be in U.S. dollars and made by wire, check or ACH as determined by Buyer in its discretion. In the event of a payment dispute, Buyer shall deliver a written statement to Seller no later than the date payment is due on the disputed invoice, listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and shall be paid, notwithstanding disputes on other items, within the period set forth in this Section 14. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any such dispute.

Setoff

Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller.

Warranties

Seller represents and warrants to Buyer that for a period of [six] months from the Delivery Date, all Goods will:

1. be free from any defects in workmanship, material, and design;
2. conform to the quantity, quality, specifications, descriptions, drawings, designs, samples, and other requirements in the Order or as specified by Buyer;
3. be fit for their intended purpose and operate as intended;
4. be merchantable;
5. be free and clear of all liens, security interests, or other encumbrances;
6. ensure that the storage, manufacture, packaging, labeling, supply and delivery of Goods comply fully with any and all applicable laws, regulations, rules orders (including without limitation those relating to public health and welfare including, but not limited to, applicable requirements of the Federal Food, Drug and Cosmetic Act and Current Good Manufacturing Practices in Manufacturing, Packaging or Holding Human Food, 21 C.F.R. § 110 et seq.); and
7. for any Good consisting of food or a food ingredient, be fit for human consumption. These warranties survive any delivery, inspection, acceptance, or payment of or for the Goods by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Goods with the foregoing warranties. If Buyer gives Seller notice of noncompliance with this Section, Seller shall, at its own cost and expense, promptly replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer.

General Indemnification

Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s subsidiaries, affiliates, successors or assigns, and their respective directors, managers, officers, shareholders, members, partners, agents, attorneys, accountants, and employees and Buyer’s customers (individually, an "Indemnitee," and collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with the Goods purchased from Seller or Seller’s negligence, willful misconduct, or breach of these Terms. Seller shall not enter into any settlement without Buyer’s or Indemnitee’s prior written consent.

Intellectual Property Indemnification

Seller shall, at its expense, defend, indemnify, and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer’s or Indemnitee’s use or possession of the Goods infringes or misappropriates the patent, copyright, trademark, trade secret, or other intellectual property or proprietary right of any third party. In no event shall Seller enter into any settlement without Buyer’s or Indemnitee’s prior written consent.

Insurance

Seller agrees to maintain during the term of the Order a Commercial General Liability insurance policy (which may include commercial umbrella policy), including but not limited to bodily injury, property damage, contractual liability, advertising, personal injury, products liability and completed operations coverage, in minimum amounts of $5,000,000 per occurrence, $5,000,000 in the aggregate; Product Recall, including Third Party Liability, insurance in the amount of at least $10,000,000 per occurrence and $10,000,000 in the aggregate per policy year and that covers both voluntary and government recalls, including without limitation, no exclusions of microbes, pathogens or any contaminants, except genetically modified products, hormone-treated products, irradiated products, transmissible spongiform encephalopathies and carcinogens; and Workers’ Compensation insurance in the amount of at least $1,000,000 each accident, $1,000,000 each employee and $1,000,000 in the aggregate per policy limit year. Each of the Commercial General Liability, Product Recall and the Workers’ Compensation insurance (collectively, the “Seller Required Insurance Policies”) will provide worldwide coverage. Seller shall name, or have named, Buyer as an additionally insured party under the Commercial General Liability policy, including primary and non-contributory coverage obligations. The insurance coverages provided shall not be endorsed in such a way to prohibit coverage for liabilities that would arise during the term of this Order, or that restrict work described in the scope of this Order. The insurance shall be placed with an insurer having a Best’s rating (or the equivalent of Best’s) of not lower than A- VIII. Seller shall provide a certificate of insurance evidencing such coverage. If any of the Seller Required Insurance Policies is or are canceled prior to expiration, Seller agrees to use commercially reasonable efforts to promptly replace the insurance without lapse of coverage. Seller will make available, upon request, copies of the Seller Required Insurance Policies, including all attached endorsements with the exception of premium amounts, for review by Buyer. Seller also agrees to provide annual update certificates for each of the Seller Required Insurance Policies as appropriate. Buyer has no duty to confirm the existence of such insurance or to monitor such certificates. The Commercial General Liability and Workers’ Compensation insurance policies will include a waiver of subrogation in favor of Buyer.

Product Recall

If there is a recall of any of the Goods covered by this Order or any product incorporating the Goods due to fault or failure of the Goods ("Recalled Goods"), Seller shall provide reasonable assistance to Buyer in developing a recall strategy and shall cooperate with Buyer and any applicable governmental agency, entity or authority ("Governmental Body") in monitoring the recall operation and in preparing such reports as may be required. Seller shall not voluntarily initiate the recall of any Buyer product incorporating the Recalled Goods without the prior written consent of Buyer, which shall not be unreasonably withheld. Seller shall immediately notify and provide copies to Buyer of any communications, whether relating to recalls or otherwise, with any Governmental Body relating to the Goods. Seller, at its own cost, shall rework or destroy all Recalled Goods that are defective on delivery to Buyer in compliance with all applicable laws, rules or regulations, and Buyer’s reasonable instructions.

Compliance with Law

Seller is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under the Order. Seller shall comply with all export and import laws of all countries involved in the sale of Goods under this Order. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer may terminate this Order if any government authority imposes antidumping duties, countervailing duties, or any retaliatory duties on the Goods. Without limitation of the foregoing, Seller represents and warrants that it has provided no item of value to any of Buyer’s employees or agents for the purpose of procuring the Order.

Termination

Buyer may terminate this Order, in whole or in part, at any time with or without cause for undelivered Goods on 30 days’ prior written notice to Seller. In addition to any remedies that may be provided under these Terms, Buyer may terminate this Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors, then the Buyer may terminate this Order upon written notice to Seller. If Buyer terminates the Order for any reason, Seller’s sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination.

Limitation of Liability

Each party’s maximum liability to the other party shall not exceed the amounts paid by Buyer to Seller over the last twelve months. Notwithstanding the preceding sentence, nothing in the Order shall exclude or limit

1. Seller’s liability under Sections 16, 17, 18 and 24 hereof, or
2. Seller’s liability for fraud, personal injury, or death caused by its negligence or willful misconduct.

Waiver

No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Confidential Information

All non-public, confidential, or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, supplier lists, manufacturer lists, pricing, discounts, or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with the Order is confidential, solely for the use of performing the Order, and may not be used for any other purpose, or disclosed or copied unless authorized by Buyer in writing. Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief without bond for any violation of this Section 24. This Section 24 shall not apply to information that is:

1. in the public domain;
2. known to the Seller at the time of disclosure;
3. rightfully obtained by the Seller on a non-confidential basis from a third party; or
4. independently developed by Seller without the use of any of Buyer’s confidential information.

Force Majeure

Neither party shall be liable to the other for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable ("Force Majeure Event"). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions or shutdowns, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, or embargoes. Seller’s economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Order. If a Force Majeure Event prevents Seller from carrying out its obligations under the Order for a continuous period of more than five (5) business days, Buyer may terminate this Order immediately by giving written notice to Seller.

Assignment

Seller shall not assign, transfer, delegate, or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer, which may be withheld in Buyer’s sole discretion. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder.

Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Order.

No Third-Party Beneficiaries

This Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

Governing Law

This Order and all related documents including any exhibits attached hereto, and all matters arising out of or relating to this Order, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.

Submission to Jurisdiction

Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Order, including all exhibits, schedules, attachments, and appendices attached to this Order, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the U.S. District Court for the Central District of California or, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in Los Angeles County, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in U.S. District Court for the Central District of California or, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in Los Angeles County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Cumulative Remedies

The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), certified or registered mail (in each case, return receipt requested, postage prepaid), or email (provided that an additional method is also used). Except as otherwise provided in this Order, a Notice is effective only

1. upon receipt by the receiving party, and
2. if the party giving the Notice has complied with the requirements of this Section.

Severability

If any term or provision of this Order is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction

Survival

Provisions of this Order which by their nature should survive beyond the expiration or earlier termination of this Order will remain in force after such expiration or earlier including, but not limited to, the following provisions: Setoff, Warranties, General Indemnification, Intellectual Property Indemnification, Insurance, Compliance with Law, Confidential Information, Governing Law, Submission to Jurisdiction/Arbitration and Survival. With respect to confidential information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 24 hereof shall survive the expiration or earlier termination of this Order until, if ever, such confidential information loses its trade secret protection other than due to an act or omission of Seller.