HealthyBest Subscribe & Save Agreement
Last Revised: June 1, 2023
By placing an order through HealthyBest.com’s (the “Site”) Subscribe & Save subscription ordering program (“Subscribe & Save”), you accept and agree to be bound by this HealthyBest Subscribe & Save Agreement (the “Subscriber Agreement”).
Please read this Subscriber Agreement carefully. The Subscriber Agreement forms a legal agreement between Program Health, LLC dba HealthyBest, its parent companies, subsidiaries and affiliates (collectively, “HealthyBest”, “HB”, “we”, or “us”) and you (“you””). Your agreement to this Subscriber Agreement also constitutes your acknowledgement of HB’s Privacy Policy.
HB products (including, but not limited to, the dietary supplements currently branded as Calm, Move, and Balance) (“a Product” or “the Products”) through the Site.
This Subscriber Agreement includes a provision waiving the right to pursue any class, group or representative claim and requiring you to pursue certain disputes through individual arbitration unless you opt-out within the specified time frame. See Section 12 for more information.
1. Marketing Communications
You understand that by ordering a HB product (including, but not limited to, the dietary supplements currently branded as Calm, Move, and Balance) (“a Product” or “the Products”) through Subscribe & Save through the Site, you will receive updates, special offers, and other information from us and our affiliates via email and in-app messaging. You can change your communication preferences at any time from within your HB account settings or by contacting HB at www.healthybest.com/pages/contact-us.
2. Subscription, Eligibility and Age Limitations
Your Subscribe & Save subscription will automatically renew at the end of the billing period you choose, unless cancelled in accordance with the instructions for cancellation below. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing period, unless cancelled. You can turn off this auto-renewal by canceling your subscription as described below. If applicable, you will be notified at least thirty (30) days prior to renewal of an annual subscription of the amount and date of the upcoming renewal payment at the email you maintain as part of your account information.
We may, in our sole discretion, terminate your subscriptions at any time without notice. If we do so, you will only be charged for orders that have been shipped to you. Subscribe & Save benefits are limited to items displaying the Subscribe & Save offer message and the seller indicated in the offer message. Subscribe & Save is only available to customers shipping to addresses in the United States, including all 50 states and D.C.
Your subscription to Subscribe & Save is personal, revocable, non-exclusive, non-commercial, non-assignable, and non-transferable to any third party.
Subscribe & Save discounts and any Subscribe & Save limited time special subscription promotions in effect apply only to eligible items displaying the offer message on the Subscribe & Save item information pages, and then only if you select the Subscribe & Save delivery method. Subscriptions are good while supplies last. Special limited time subscription promotions only apply during their effective dates.
All returns under Subscribe & Save are subject to HB’s Returns policy as set forth on the Site. Subscribe & Save subscriptions are void where prohibited.
3. Subscription Options
We may offer 30-day, 45-day, 60-day, and 90-day subscription offers. By subscribing, you agree that we may charge your payment method on file for your subscription payments and for any purchases made during your subscription term. At times, we may offer different subscription options, including subscriptions with differing conditions and limitations. The price and the duration of the subscription you select (which excludes applicable sales tax) will be indicated on the order page prior to you placing your order. Once you place your order, you will receive confirmation of the price and duration of your subscription.
4. Cancellation
You can cancel your Subscribe & Save subscription at any time before the end of the then-current billing period. That cancellation will take effect at the end of that billing period. If you purchased your subscription through HB Site, you can cancel your subscription by logging into your account on the Site and accessing the Manage Your Subscription section. For questions or help with cancellation, please contact Customer Support at https://healthybest.com/pages/contact-us.
5. Price Changes
We reserve the right to change our pricing and billing. In the event of a price change, we will notify you in advance by sending an email to the email address you have registered with your subscription. If you do not wish to accept a price change, you may cancel your subscription in accordance with the instructions for cancellation below. If you do not cancel your subscription after the price change and prior to the start of your new subscription period, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your payment method for these amounts.
We may, in our sole discretion, change these Terms, (including all applicable terms, conditions, limitations and requirements on the Site), without notice to you. If any change to these terms is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. YOUR CONTINUED PARTICIPATION AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MUST CANCEL YOUR SUBSCRIPTION.
6. Changes to Subscriber Agreement
We may, from time to time, change this Subscriber Agreement. We will provide notice when we make a material change via delivery of the revised Subscriber Agreement through the Site or by email to the address you have provided us. Such revisions shall be effective immediately; provided however, for existing subscribers, such revisions shall, unless otherwise stated, be effective 30 days after posting.
7. Disclaimers of Warranties
YOUR USE OR CONSUMPTION OF A PRODUCT IS ENTIRELY AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS ARE PROVIDED "AS IS". HB, its officers, directors, employees and agents disclaim all warranties, express or implied, in connection with the Products and the use thereof, including implied warranties of merchantability, title, quiet enjoyment, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness.
HB makes no warranties or representations related to the Products and assumes no liability or responsibility for any personal injury or property damage, of any nature whatever, resulting from your use of the Products.
8. California (USA) Release
California, USA, residents expressly agree to waive California Civil Code Sec. 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WHATEVER WILL WE OR OUR AFFILIATES, SUBSIDIARIES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS, BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOST REVENUE, INCOME, GOODWILL, USE OF DATA OR OTHER INTANGIBLE LOSSES, IN EACH CASE THAT RESULT FROM OR RELATE IN ANY MANNER TO YOUR USE OF THE PRODUCTS OR ANY OTHER ACT OR OMISSION BY US.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL HB, ITS AFFILIATES, PARENTS, SUBSIDIARIES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS, BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID HB IN THE ONE YEAR IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID HB ANY AMOUNTS IN THE ONE YEAR IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH HB IS TO CANCEL YOUR SUBSCRIPTION.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS SUBSCRIBER AGREEMENT ARE MATERIAL AND BARGAINED-FOR BASES OF THIS SUBSCRIBER AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THIS SUBSCRIBER AGREEMENT.
Depending on where you reside and use the Products, some of the limitations contained in this Section may not be permissible. In such case, they will not apply to you, solely to the extent so prohibited.
10. Indemnity
You agree to indemnify and hold HB, and each of its affiliates, subsidiaries, parents, partners, officers, directors, employees, shareholders, agents, licensors, subcontractors, suppliers, and manufactures harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees, arising out of or in connection with:
(i) Your violation of any term of this Subscriber Agreement;
(ii) Your breach of the representations, warranties and covenants made herein; or
(iii) Any claim that an action by you in connection with any HB product has caused damage to a third party.
11. Governing Law
This Subscriber Agreement, your use of the Products and our entire relationship will be interpreted in accordance with and governed by the laws of the State of Maryland without regard to conflict- or choice-of-law principles.
12. Dispute Resolution and Agreement to Arbitrate on an Individual Basis
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT MAY REQUIRE YOU AND HB TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU AND HB CAN SEEK RELIEF FROM EACH OTHER.
By agreeing to this Subscriber Agreement, and to the extent permitted by applicable law, you and HB agree that any and all past, present and future disputes, claims or causes of action between you and HB arising out of or relating to this Subscriber Agreement, the Products, the formation of this Subscriber Agreement or any other dispute between you and HB or any of HB's licensors, distributors, manufacturers, suppliers or agents (including any entity which manufactures and/or labels the Products), and whether arising prior to or after your agreement to this Section, (collectively, "Dispute(s)") will be governed by the procedure outlined below. You and HB further agree that any arbitration pursuant to this Section shall not proceed as a class, group or representative action. This Section (Dispute Resolution and Agreement to Arbitrate on an Individual Basis) shall be construed under and be subject to the Federal Arbitration Act.
(a) Informal Dispute Resolution. HB wants to address your concerns without the need for a formal legal dispute. Before filing a claim against HB, you agree to try to resolve the Dispute informally by contacting legalnotification@sbgtv.com. If a dispute is not resolved within 30 days after the email noting the Dispute is sent, you or HB may initiate an arbitration proceeding as described below.
(b) We Both Agree To Arbitrate. By agreeing to this Subscriber Agreement, and to the extent permitted by applicable law, you and HB each and both agree to resolve any Disputes – including any Dispute concerning the enforceability, validity, scope or severability of this agreement to arbitrate – through final and binding arbitration as discussed herein.
(c) Opt-out of Agreement to Arbitrate. You may decline this agreement to arbitrate by contacting legalnotification@sbgtv.com within 30 days of first accepting this Subscriber Agreement and stating that you (include your first and last name and email address associated with your Products registration) decline this arbitration agreement. By opting out of the agreement to arbitrate, you will not be precluded from using the Products, but you and HB will not permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein
(d) Exceptions to Agreement to Arbitrate. Notwithstanding your and HB’s agreement to arbitrate Disputes, either you or HB may bring a lawsuit in an appropriate court of law asserting causes of action which seek only temporary injunctive relief until an arbitrator can be empaneled and determine whether to continue, modify or terminate such relief, to compel arbitration pursuant to this Section 18 or to enforce any arbitral award issued hereunder.
(e) Arbitration Procedures and Fees. You and HB agree that the American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes in effect at the time arbitration is sought ("AAA Rules"). Those rules are available at www.adr.org. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator in accordance with those rules. You and HB further agree that, unless and only to the extent prohibited under AAA Rules, the arbitration will be conducted telephonically or via other remote electronic means. The AAA Rules will govern payment of all arbitration fees. The arbitrator shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit and that are not waivable under applicable law. Notwithstanding any language to the contrary in this Section 18(e), if a party seeks injunctive relief that would significantly impact other users of the Products as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.
(f) Arbitration Shall Proceed Individually. You and HB agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor HB may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against HB will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.
(g) Class Action and Collective Arbitration Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR HB SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY COLLECTIVE ARBITRATION (AS DEFINED ABOVE) OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, OR OTHERWISE SEEK TO RECOVER FOR LOSSES INCURRED BY A THIRD PARTY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, IN THE EVENT ALL OR ANY PORTION OF SUBSECTIONS (F) OR (G) OF THIS SECTION (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) ARE FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) MAY BE DEEMED VOID AND AS HAVING NO EFFECT UPON EITHER PARTY'S ELECTION.
(h) Judicial Forum for Disputes. Except as otherwise required by applicable law, in the event that you have opted out from the agreement to arbitrate, an exception to the agreement to arbitrate applies, or the agreement to arbitrate is otherwise found not to apply to you or your claim, you and HB agree that any judicial proceeding may only be brought in a state or federal court in Baltimore City or County, Maryland. Both you and HB consent to venue and personal jurisdiction there.
13. General
(a) Parties' Intent. If any provision hereof is adjudged by any arbitrator or court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Subscriber Agreement shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein.
(b) Rules of Construction. This Subscriber Agreement shall be construed as follows: (i) "includes", "including" and cognates thereof shall be understood to mean "includes without limitation" or "including without limitation"; (ii) unless the context demands otherwise, the word "or" shall have the inclusive meaning identified with the phrase "and/or"; (iii) Section and other headings contained in this Subscriber Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Subscriber Agreement; and (iv) any reference made in this Subscriber Agreement to a statute or statutory provision shall include any amendments or successors thereto as in effect at the time the particular provision of the Subscriber Agreement is to be given effect, along with any then-applicable rules or regulations promulgated thereunder.
(c) Waiver. Any failure to enforce any rights granted hereunder or to take action in the event of any breach of this Subscriber Agreement shall not be deemed a waiver by the non-breaching party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. All waivers must be in writing, and any waiver or failure to enforce any provision of this Subscriber Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
(d) Entire Agreement; Assignment; Novation. This Subscriber Agreement is the entire agreement between you and HB regarding the subject matter herein. You agree that HB may assign or novate this Subscriber Agreement, in whole or in part, in its sole discretion and that you are not entitled to assign or otherwise transfer this Subscriber Agreement, or any of your rights or obligations thereunder, to any third party without the prior written consent of HB. Any unauthorized assignment will be void and of no force or effect.
(e) Incorporation by Reference. Your agreement to this Subscriber Agreement also constitutes your agreement to the Sinclair Terms and Conditions found at https://sbgi.net/terms-conditions/. If any provision in this Subscriber Agreement conflicts or is inconsistent with any provision in the Sinclair Terms and Conditions, the conflicting provision in this Subscriber Agreement will control to the extent necessary to resolve the conflict or inconsistency.
(f) Survival. You agree that the provisions of the following Sections shall survive termination of this Subscriber Agreement or termination of your account, for any reason whatever: Disclaimers of Warranties; Limitation of Liability; Indemnity; Governing Law; Dispute Resolution and Agreement to Arbitrate on an Individual Basis; and General.
14. Payment Processing. Your payment card information is processed by a third-party processor, and HB does not receive any of your payment card information. You can update your Payment Method by going to your profile and choosing “Subscription” within your account. A change in your payment method may result in changes to your prior billing cycle. It is your responsibility to update and maintain the payment method associated with your subscription. You are responsible for all charges incurred in connection with your subscription. In the event your Payment Method is unable to cover the subscription fee, we may suspend your access to the Products until you update your Payment Method and pay your subscription fee. We may retry billing your payment method after failed attempts (e.g., if your Payment Method is rejected).
15. Information, Support, Questions or Complaints.
For information, support, questions or complaints, please contact us at www.healthybest.com/pages/contact-us.
