I have read and agree to the Herbo Terms and Conditions:

Please read this Agreement carefully and keep a copy for your records. This is a binding legal agreement (“Agreement”) between you and Herbo™, the Membership Network of Eco Science Solutions Inc. dba Herbo™, a California corporation (“ESSI”, “Herbo™”, “HerboPay™” or “we/us/our”).

This Agreement outlines the terms and conditions under which you will be permitted to participate in the Herbo™ payment network (“HerboPay™”) and/or an electronic account on the HerboPay™ (“Account”) and use the payment services offered by Herbo™ (“Services”). In this Agreement, the words “you” and “your” mean the person entering into this Agreement who uses the Services, accesses HerboPay™, or has been authorized to use an Account, whether as a consumer (“Member”) or as a seller of goods and services (“Merchant”).

The terms of this Agreement apply to both Members and Merchants unless otherwise indicated. If an individual is entering into this Agreement or using the Services on behalf of a company or other legal entity, the terms “you” and “your” shall refer to such entity, and the individual accepting these terms on behalf of such entity represents and warrants to ESSI that he or she has all necessary consents and authority to bind the entity to this Agreement. Engaging in any of the following actions will constitute your acknowledgment that you have read and understood all the terms and conditions of this Agreement and that you agree to be bound by them: (a) clicking an “Accept” or similar button or checking a box captioned with acceptance language; (b) signing up for a Herbo™ Account or submitting a Merchant application; or (c) using or accessing any Services or any Account. If you do not agree to the terms of this Agreement, you may not: use the Services; If a HerboPay™ transaction is disputed, the Member and Merchant each agree to be bound by the then-current HerboPay™ transaction dispute procedures, issued from time to time by ESSI. Current procedures and policies are available on ESSI’s website at www.userherbo.com are subject to change by ESSI at its sole discretion.

Section 1. Members. The following terms apply to Members:

1.1. Account Description. Upon registration as a Herbo™ Member (such registration to be subject to an OFAC background check (A department of the U.S. Treasury that enforces economic and trade sanctions against countries and groups of individuals involved in terrorism, narcotics and other disreputable activities, and ESSI’s approval, which may be granted or withheld by ESSI in its sole discretion)), you will be assigned a 16-digit Account number. The Account is an electronic account for HerboPay™ Credit issued and managed by ESSI (“HerboPay™ Credit”), and the Services allow you to exchange for goods and services, redeem and transfer HerboPay Credit associated with your Account. The initial value of your Account corresponds to the HerboPay Credit you choose to exchange your funds for upon sign-up, and you may subsequently exchange funds for additional HerboPay Credit for the Account (“Load”) through payments by cash, credit card, debit card, Automated Clearing House transfers (“ACH”), wire or payroll. Loading your Account can be performed online using your Account’s online dashboard, “HerboPay™ App”, or at HerboPay™ kiosks at participating Merchant locations and other Herbo™ load centers (“Herbo™ Financial Center”) to be added from time to time. You can obtain information about the current available balance on your Account and your recent transactions at no charge by visiting www.userherbo.com and logging into your account, or on the HerboPay™ App on your mobile device or via the Internet. After your registration is complete and approved, or upon request, Herbo™ will issue to you an electronic Account with an Account number on the HerboPay™ allowing you to use and complete transactions on your Account.

1.2. Loading Your Account. There is no Consumer Member fee for loading HerboPay Credit into your account unless Consumer Member is advised in advance. Consumer Member can load their personal account by exchanging their funds with Herbo™ for collateralized HerboPay Credit in an Account held in their name. By default, one (1) One dollar of HerboPay Credit is collateralized with and pegged to One U.S. dollar. Thus, if you exchange for HerboPay Credit for an Account fifty (50) U.S. dollars, your Account value will increase by fifty (50) collateralized HerboPay Credit unless advised otherwise in advance at the time of loading. The minimum amount that can be loaded into the Account at any one time is $10.00. For ACH loads, HerboPay Credit will be posted to your Account only after the funds are received from your bank and exchanged for HerboPay Credit (allow a minimum of five (5) business days after the ACH request before accessing the Credit). You will not be able to transfer or redeem HerboPay Credit from your Account until ACH funds are posted. At our sole discretion, we may elect to make some or all HerboPay Credit available to you prior to our receipt of funds, in which case you agree that this HerboPay Credit may be revoked upon any incomplete or failed payment receipt and you agree to pay in immediately available funds any negative balance which results from such revocation. You will not receive any interest on the funds exchanged or HerboPay Credit in your Account. The Account will remain the property of Herbo™ and must be surrendered upon demand. The Account is non-transferable and may be closed by Herbo™ at any time without prior notice, except as required by law.

1.3. Using Your Account. The HerboPay Credit in your Herbo™ Account may be used at Herbo™ Merchants that accept HerboPay Credit for purchases of goods and services (including Internet, mail and phone order purchases), subject to the terms and conditions in this Agreement. Herbo™ Credit loaded by credit or debit card may only be redeemed at Herbo™ Merchants. Receipt for Merchant transactions will be provided by the Merchant via SMS, email or hard copy upon request, in accordance with applicable HerboPay™ policies and operating rules. Purchases can only be made using the Account up to the HerboPay Credit available in your Account at the time of the transaction, less applicable fees, and the value of the purchase (including any applicable fees, taxes or other charges assessed by the Merchant) is deducted immediately from your Account at the time of the transaction. The Account is not like a credit card or charge card that allows you to make purchases and pay later. If you do not have enough HerboPay Credit present in your Account to complete a transaction, the transaction will be declined at the point of sale, and you will need to exchange additional funds for collateralized HerboPay Credit in the Account to reattempt the transaction. You are responsible for keeping track of the available HerboPay Credit balance in your Account which will be shown on your member transaction register via your mobile app or online, date and time stamped in real time. Merchants may not be able to determine your available HerboPay Credit balance and will have no obligation to do so.

1.4. Redemptions and Transfers. You may convert the HerboPay Credit in your Account to cash by redeeming your HerboPay Credit with Herbo™ at any Herbo™ Financial Center/kiosk or at participating Merchants or redemption centers that have agreed to provide cash back at the point of sale. Members cannot provide themselves with a cash advance by loading their account with their credit card and then withdrawing HerboPay Credit for any use other than transferring to a Merchant Member via QR code or bill pay. Using your Account’s online dashboard, you can redeem HerboPay Credit and send funds to your bank account via ACH, transfer HerboPay Credit to any other Consumer or Business Member holding an Account or issue an electronic check to be sent to a non-member. HerboPay Credit redemption and transfers may incur a fee, as indicated on the applicable fee schedule (available on the HerboPay™ website or through your Account).

1.5. Fees. The following fees apply to your Account, except where prohibited or modified by applicable law. You agree to immediately notify ESSI in writing if you change your state of residency at any time. Other fees may apply as well, and fees are subject to change from time to time, as set forth below in Section 2.11.1. Herbo Consumer Member to Herbo Consumer Member transfers will include a $1.00 per transaction fee plus 5.75% merchant processing fee. Consumer Exchange out of credits via eCheck or ACH will incur the above stated merchant fee as well as an eCheck fee of $1.00 or ACH fee of $5.00 depending on method of exchange. Herbo Consumer Members will be exempt from fees on transactions with Herbo Business Members.

1.6. Foreign Currency. You cannot purchase HerboPay™ Credit using a foreign currency, however you can use HerboPay Credit to purchase goods and services priced in a foreign currency, subject to foreign exchange rates in effect at the time of the respective transaction, in Herbo’s sole determination. You will be solely responsible for and will not receive any HerboPay Credit or other consideration for, any foreign exchange fees or other costs and expenses associated with such transaction or the conversion of your payment to or from U.S. dollars or HerboPay Credit, as the case may be.

1.7. Transaction Limits, Monitoring. You may not conduct transactions that in the aggregate exceed your aggregate daily cap, as determined by Herbo™ at any time in Herbo’s sole discretion, unless otherwise pre-authorized by Herbo™ in writing. If a Merchant attempts to process a transaction for more than the value of HerboPay Credit available in your Account, or if the transaction will cause the daily limit to be exceeded, then the transaction will be declined. In addition, transactions are monitored for unusual activity and potentially fraudulent transactions, so unusual or multiple transactions may prompt a Merchant inquiry or Account suspension to allow us to investigate such transactions. For security reasons, we may limit the number, or dollar value, of HerboPay Credit amount in transactions you can make with the Account, in our sole discretion. We reserve the right not to process or provide Services in connection with any transaction that we believe violates the terms of this Agreement or any applicable law, regulation, or rule, or that we believe to be fraudulent or unauthorized. You do not have the right to stop payment on any purchase or payment transactions that you originate using the Account. You may make pre-authorized regular payments from your Account by complying with our rules and policies for pre-authorized transactions. The Account may not be accepted by certain merchants, such as those whose goods or services are not legal for minors.

1.8. Refunds for Purchases Made with the Account. Any refund for goods or services purchased with the Account will be made in the form of HerboPay Credit returned to the Account and pursuant to the refund policy of the merchants where such goods or services were purchased. If you receive HerboPay Credit for a return, the HerboPay Credit may not be available in your Account for up to seven (7) business days. You are not entitled to receive a cash refund for purchases made with HerboPay Credit. Eligibility for, and availability of, returns and refunds will be in accordance with the respective Merchant’s policies. Use of HerboPay Credit for the purchase of goods and services does not, by itself, entitle you to any particular refund policy, and you are solely responsible for reviewing the Merchant’s return and refund policy prior to your purchase.

1.9. Reversals. Point of sale transactions cannot be reversed. If you authorize a transaction and then fail to make a purchase of that item as planned, the approval submitted to Herbo™ may result in a hold of HerboPay Credit equal to the estimated purchase amount, for up to seven (7) days. During such time, even if the HerboPay Credit are shown to be present in the Account, they will be unavailable for purchases, transfers, withdrawals, or conversions into cash.

1.10. Merchant Goods and Services. Disputes with Merchants. We are not responsible for the delivery, quality, safety, legality or any other aspect of goods and services that you purchase. All such disputes should be addressed to the Merchants or other third-parties from whom the goods and services were purchased. If you cannot resolve the issue with the Merchant, you may contact Herbo™ customer service at 1-844-446-3976 x2 or by writing to us at Herbo@userherbo.com. Transaction dispute procedures for purchases made over the HerboPay™ are described below in Section 2.2. All decisions made by ESSI regarding disputes between Merchants and Members are final. You understand that any purchases or other Merchant transactions are made using HerboPay Credit, not funds from your credit card or bank. You understand this is the case even though you initially exchanged funds for HerboPay Credit to load your Account with funds transferred from your credit card or bank account, etc., as the exchange of HerboPay Credit within Herbo™ is independent of and separate from your later use of the HerboPay Credit to buy goods and services from Merchants. Accordingly, you acknowledge and agree that while you may choose to avail yourself of your bank or credit card issuer’s dispute resolution procedures if you have an issue with your initial exchange of HerboPay Credit with your bank credit card , such procedures or any other involvement of your bank or credit card issuer are not applicable in any way to your relationship with Merchants or any Credit-based transactions between you and a Merchant, and therefore you should not contact your bank or credit card issuer to dispute any transaction involving HerboPay Credit that you exchanged to a Member Merchant. If you have any issues with, or dispute regarding, your exchange of HerboPay Credit, please contact us immediately at 1-833-464-3726 so that we may work to resolve your issue.

1.11. Taxes; Account Restrictions. You shall be responsible for and hold Herbo™ harmless from, payment of all taxes and duty relating to any withdrawal, sale, or transfer of HerboPay Credit, or conversion of HerboPay Credit into cash. We may restrict or disable your ability to convert HerboPay Credit to cash, or freeze or prevent the implementation of any previously requested or scheduled conversions or withdrawals, in any of the following circumstances: (a) if we have reason to believe the deposited funds are fraudulent; (b) if we believe you are likely to charge back or otherwise reject or reverse a purchase after the withdrawal of the funds; (c) if you or the Account is subject to any investigation, inquiry, inspection, audit, or other governmental request; (d) if we are required to do so by law or court order; or (e) if we believe that such action is necessary or appropriate to prevent harm to us, you, or any third party.

1.12. Suspension and Termination. We reserve the right, in our sole discretion, to limit your use of the Account. We may refuse to issue an Account or may suspend or terminate Account privileges with or without cause or notice, other than as required by applicable law. We may decline, prohibit, or refuse to process any transaction in our sole discretion. You may terminate this Agreement by notifying us in writing of your intent to close your Account or you may withdraw all of the funds remaining less applicable fees to close account. You agree not to use or allow others to use an expired, revoked, cancelled, suspended or otherwise invalid Account. If this Agreement or your Account is terminated for any reason, we will convert such HerboPay Credit to cash by redeeming such HerboPay Credit from you. We will send you the resulting funds by check, ACH, or otherwise, in our sole discretion, less any fees owed to Herbo™ as of the effective date of termination or incurred in the course of the conversion and return of funds to you. Termination of your Account privileges will not otherwise affect your rights and obligations arising under this Agreement prior to termination. If you believe your Account privileges were suspended or terminated through no fault of yours, you may request a refund of any remaining balance on your Account by calling us at 1-833-464-3726 or writing to us at Herbo@userherbo.com after which a refund will be provided at our sole discretion.

Section 2. General Terms

2.1. Account Security, Data

2.1.1. Account Credentials. To the extent you are issued or create credentials (such as a user name and password) for accessing your Account, you agree that you are solely responsible for maintaining the confidentiality and security of your Account and all such credentials provided to you. You are responsible for all transactions initiated and fees incurred by use of your Account. Herbo™ shall be entitled to rely on information submitted using your Account or the credentials, personal information or email address, associated with your Account, and Herbo™ may assume that all such information was transmitted by, or on behalf of, you and is authorized by you. If another person has access to your Account, including without limitation unauthorized access, although not specifically permitted/ authorized by Herbo™, we will treat this as if you have authorized such use and you will be liable for, and indemnify and hold ESSI and/or Herbo™ harmless from, all transactions, costs and damages incurred or caused by those persons. You must immediately notify us by phone at 1-833-464-3726 and in writing to Eco Science Solutions Inc., 300 S. El Camino Real #206, San Clemente, CA 92672 Attn.: Account Breach if you believe that your credentials have been compromised or if you detect any fraudulent or unauthorized activity involving the Account, including, but not limited to, any unauthorized transaction or withdrawal. Only one (1) Account is permitted per person. You will not be permitted to register or receive access to any additional Account for another person without Herbo’s prior written consent, which may be granted or denied in Herbo’s sole discretion.

2.1.2. Account Security, Liability. You should protect access to your Account against theft with the same level of care that you use to protect the cash in your wallet. You understand that we cannot prevent the unauthorized use of your Account by others and cannot replace HerboPay Credit used by any unauthorized user. THE HERBOPAY CREDIT CANNOT BE REPLACED IF IT IS LOST OR STOLEN. However, notwithstanding the foregoing, unless you have (a) been negligent with the Account (including without limitation with respect to security or sharing of Account credentials), (b) engaged in fraudulent activity(ies) or intentional misconduct, or (c) failed to notify us within two (2) business days of the suspected fraudulent or unauthorized activity, you will not be liable for unauthorized transactions using your lost or stolen Card or Account credentials.

2.1.3. Account Data. Through your use of your Account and the Services, we will have access to certain data relating to you, your Account, the transactions you enter into, and other Account usage data, including without limitation information you provide to us upon Account registration or when you contact us with customer service issues and personal information such as your name, address, email, phone number, and other contact information (collectively, “Account Data”). You understand and agree that ESSI may use Account Data to provide the Services and share such Account Data with third-parties such as our service providers, vendors, and financial institutions (among others): (a) as necessary or helpful for completing a transaction or otherwise to administer the Services; (b) in order to verify the existence and condition of the Account for a third-party (e.g., Merchants); (c) in order to comply with any law or to comply with requirements of any government agency or court order; (d) if you give us your written consent; (e) to service providers who administer the Account or perform data processing, records management, collections, and other services for us, in order that they may perform those services; (f) in order to prevent, investigate or report possible illegal or fraudulent activity; (g) in order to issue authorizations for transactions on the Account; and (h) as otherwise permitted by law. Further terms regarding our use of Account data and communications we may send to you are outlined in the ESSI Privacy Policy, available at www.userherbo.com/privacy and incorporated into this Agreement by reference.

2.2. Transaction Dispute Procedures. If a HerboPay™ transaction is disputed, the Member and Merchant each agree to be bound by the then-current HerboPay™ transaction dispute procedures, issued from time to time by ESSI. Current procedures and policies are available on ESSI’s website at www.userherbo.com and are subject to change by ESSI in its sole discretion.

2.3. Confidentiality. You acknowledge that ESSI will be providing you with certain confidential information, including but not limited to this Agreement and information relating to the pricing, finances, systems, methods, techniques, programs, technology, devices, and operations of ESSI, third-party processors, vendors, banks, and/or credit card associations and brands. You agree not to disclose any such confidential information to any person or entity other than as required to process transactions and use the Services and Accounts, and not to use such confidential information for any purpose other than to exercise your rights or fulfill your obligations under this Agreement. You also agree that you will fully comply with any and all applicable confidentiality and security laws, regulations, rules, and requirements issued by governmental agencies or relevant industry authorities (e.g., credit card associations or banks). A merchant may only disclose confidential information under this Agreement to the Merchant’s employees and contractors who need access to such information to fulfill the Merchant’s obligations hereunder and who are legally bound to keep such information confidential. Upon request by ESSI or upon any termination or expiration of this Agreement, you will return to ESSI all materials, in any medium, that contain, embody, reflect, or references any of ESSI’s confidential information.

2.4. Intellectual Property. You acknowledge that all right, title, and interest (including without limitation all intellectual property rights) in and to the HerboPay™ and all Services, Accounts, and all related software, hardware, source code, technology, trademarks, trade names, trade dress, logos, patents, copyrights, trade secrets, and domain names, including any derivatives made of any of the foregoing, are owned exclusively by ESSI or its licensors and suppliers (collectively, “ESSI IP”). You agree that you shall (a) not use the ESSI IP in any manner other than as expressly permitted under this Agreement; (b) not do anything to contest or impair the ESSI IP, (c) not modify, sell, lease, timeshare, transfer, create derivative works of, or reverse engineer any portion of the ESSI IP; and (d) immediately notify ESSI if you become aware of any unauthorized use of the ESSI IP. You agree that all improvements, enhancements, modifications, or derivative works made from any portion of the ESSI IP (by any party) shall be the exclusive property of ESSI.

2.5. Disclaimer. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, ESSI MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, RELATED TO THE HerboPay™, SERVICES, AND ACCOUNTS, AND ESSI EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AVAILABILITY, AND NON-INFRINGEMENT. THE Herbo™ SERVICES, AND ACCOUNTS ARE PROVIDED SOLELY ON AN “AS IS” AND “AS AVAILABLE” BASIS. MEMBER AND MERCHANT UNDERSTAND AND AGREE THAT THE HerboPay™, SERVICES, AND ACCOUNTS MAY NOT BE AVAILABLE, UNINTERRUPTED, SECURE, ACCURATE, COMPLETE, ERROR-FREE, OR COMPATIBLE WITH CERTAIN HARDWARE OR SOFTWARE PLATFORMS. NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, IS PROVIDED FOR LOSS OF DATA, PERFORMANCE, OR REVENUE, OR FOR FAILURE TO FUNCTION PROPERLY OR MEET MEMBER’S OR MERCHANT’S NEEDS. ESSI DOES NOT WARRANT OR GUARANTEE ACCESS TO THE HerboPay™, SERVICES, AND ACCOUNTS, AND HAS NO LIABILITY FOR ANY DOWN-TIME OF SERVERS RELATED TO PROCESSING OF TRANSACTIONS. NEITHER MEMBER NOR MERCHANT MAY RELY ON ANY REPRESENTATION OR WARRANTY REGARDING ESSI, THE HerboPay™, THE SERVICES, OR ACCOUNTS FROM ANY THIRD-PARTY.

2.6. Limitation of Liability. ESSI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST DATA, LOST PROFITS, OR COST OF SUBSTITUTE GOODS OR SERVICES, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, ESSI’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, IN TORT (INCLUDING FOR NEGLIGENCE), OR OTHERWISE, SHALL IN NO EVENT EXCEED THE GREATER OF $5,000 AND (A) FOR MEMBERS, THE INITIAL VALUE LOADED INTO THE ACCOUNT, AND (B) FOR MERCHANTS, THE AMOUNT IN FEES PAID BY MERCHANT TO ESSI IN THE THREE (3) MONTHS PRECEDING THE CLAIM. ESSI IS NOT RESPONSIBLE TO MERCHANT FOR FRAUD, DUPLICATE CHARGES CREATED OR CAUSED BY MEMBERS OR MERCHANT’S CUSTOMERS, NOR CAN ESSI REFUND THESE PROCESSING CHARGES TO MERCHANT. NO CLAIM MAY BE MADE AGAINST ESSI BY MEMBER OR MERCHANT AFTER TWELVE (12) MONTHS FOLLOWING THE DATE OF FIRST ACCRUAL OF LIABILITY.

2.7. Indemnification. You agree to hold ESSI harmless from any and all claims, causes of action, demands, judicial and administrative proceedings, errors, liabilities, damages, losses, costs, and expenses, including without limitation court costs and reasonable attorney’s fees, arising from or relating to your (or your employees’, representatives’, or agents’): (i) use of the Services, including Accounts; (ii) breach or alleged breach of this Agreement; (iii) actual or alleged negligence, fraud, dishonesty or willful misconduct; (iii) violation or alleged violation of any applicable law, rule, regulation, or policy; or (iv) actual or alleged infringement of any person’s intellectual property rights.

2.8. Dormant Accounts. If any Account is dormant or unclaimed following termination or expiration of this Agreement or termination of the Account for the amount of time specified in the applicable state’s escheat laws, such escheat laws may apply to the Account, and if so, the then-current value of the HerboPay Credit in the Account will be remitted to the applicable state.

2.9. Term and Termination

2.9.1. For Members. This Agreement is effective as of the Effective Date, shall continue until either party notifies the other party in writing of its intent to terminate this Agreement or close/deactivate the Member’s Account.

2.9.2. For Merchants. This Agreement is effective as of the Effective Date, shall continue for an initial period of three (3) years, and shall automatically renew for additional successive one (1) year periods, unless either party notifies the other party in writing of its intent not to renew at no less than ninety (90) days prior to the end of the then-current initial or renewal period, or unless this Agreement is otherwise terminated in accordance with this Section.

2.9.3. Other Termination. Herbo™ may immediately terminate this Agreement, in addition to any other remedies ESSI may have under this Agreement or in law or equity, if, in ESSI’s sole determination and discretion, Member or Merchant breaches any provision of this Agreement or is or may be involved in any illegal or fraudulent activity. In addition, ESSI may immediately terminate this Agreement if ESSI’s relationship or contract with its processor or service provider terminates or if changes in law, regulation, or card brand rule makes it impossible or commercially unreasonable for ESSI to continue to provide the Services, all at ESSI’s sole discretion.

2.9.4. Effect of Termination. Upon termination or expiration of this Agreement, you shall immediately cease using the Services, Accounts, ESSI Marks, ESSI IP and all other material of ESSI, and you shall immediately return (or, at ESSI’s instruction, destroy) all confidential information of ESSI. You may not use any HerboPay Credit, except to convert such HerboPay Credit to cash as follows: If you have remaining HerboPay Credit in your Account upon termination, we will redeem such HerboPay Credit from you to convert such HerboPay Credit to cash; we will send you the resulting funds by check, ACH, or otherwise, at our sole discretion, less any fees owed to Herbo™ as of the effective date of such termination or incurred in the course of such conversion and return of funds. Termination or expiration of this Agreement shall not relieve Member or Merchant from any liability or obligation to ESSI incurred prior to the effective date of termination. Sections 1.10–1.12, Sections 2.6–2.12 shall survive termination or expiration of this Agreement for any reason.

2.10. Disputes Involving ESSI

2.10.1. Arbitration and Waiver of Jury Trial. The parties agree that any dispute arising out of or relating to this Agreement or your use of the HerboPay™, Services, or Accounts will be resolved by binding arbitration rather than in court, unless you and ESSI expressly agree otherwise in writing. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and the substantive law of the State of California (without applying its choice-of-law rules). PLEASE READ THIS PROVISION CAREFULLY. UNLESS YOU EXERCISE YOUR RIGHT TO OPT-OUT OF ARBITRATION IN THE MANNER DESCRIBED BELOW, YOU AGREE THAT ANY DISPUTE WILL BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO HAVE A JURY TRIAL, TO ENGAGE IN DISCOVERY (EXCEPT AS MAY BE PROVIDED FOR IN THE ARBITRATION RULES), AND TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS OR IN ANY CONSOLIDATED ARBITRATION PROCEEDING OR AS A PRIVATE ATTORNEY GENERAL. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE IN ARBITRATION.

2.10.2. Arbitration Procedures. The parties agree that any dispute arising out of or relating to this Agreement or your use of the HerboPay™, Services, or Accounts will be resolved by binding arbitration rather than in court, unless you and ESSI expressly agree otherwise in writing. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and the substantive law of the State of California (without applying its choice-of-law rules). PLEASE READ THIS PROVISION CAREFULLY. UNLESS YOU EXERCISE YOUR RIGHT TO OPT-OUT OF ARBITRATION IN THE MANNER DESCRIBED BELOW, YOU AGREE THAT ANY DISPUTE WILL BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO HAVE A JURY TRIAL, TO ENGAGE IN DISCOVERY (EXCEPT AS MAY BE PROVIDED FOR IN THE ARBITRATION RULES), AND TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS OR IN ANY CONSOLIDATED ARBITRATION PROCEEDING OR AS A PRIVATE ATTORNEY GENERAL. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE IN ARBITRATION.

2.10.3. Waiver of Jury Trial. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL, TO HAVE A COURT DECIDE DISPUTES, TO PARTICIPATE IN A CLASS ACTION LAWSUIT, AND TO CERTAIN DISCOVERY AND OTHER PROCEDURES THAT ARE AVAILABLE IN A LAWSUIT. You and we agree that the arbitrator has no authority to conduct class-wide arbitration proceedings and is only authorized to resolve the individual disputes between you and us. The validity, effect, and enforceability of this waiver of class action lawsuit and class-wide arbitration, if challenged, are to be determined solely by a court of competent jurisdiction and not by the arbitrator. If such court refuses to enforce the waiver of class-wide arbitration, the dispute will proceed in court and be decided by a judge, sitting without a jury, according to applicable court rules and procedures, and not as a class action lawsuit.

2.10.4. Right to Opt-Out. If you do not wish to agree to arbitrate all disputes in accordance with the terms and conditions of this Section, you may opt-out without affecting your application or Member/ Merchant status. To opt-out, you must advise us in writing at the following address by either hand delivery or a letter postmarked within thirty (30) days following the date you enter into this Agreement: Eco Science Solutions, Inc., 300 S. El Camino Real #206, San Clemente, CA 92672.

2.10.5. Governing Law. Except as set forth in this Section 2.10 regarding arbitration and jury trial waiver, (i) this Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State of California, without giving effect to rules regarding conflicts of laws; (ii) any action or proceeding with respect to this Agreement or any services hereunder shall be brought only before a federal or state court in the State of California; and (iii) you agree to pay upon demand all of our costs and expenses incurred in connection with the enforcement of this Agreement. If we are served garnishments, summonses, subpoenas, orders or legal processes of any type, we are entitled to rely on the representations therein and may comply with them at our own discretion without regard to jurisdiction. The provisions of this Section 2.10, including without limitation any provisions regarding arbitration, shall survive: (a) termination, cancellation, payment, charge-off, or assignment of this Agreement; (b) the bankruptcy of any party; and (c) any transfer, sale, or assignment of this Agreement, or any amounts owed under this Agreement, to any other person or entity.

2.10.6. Remedies. If any action is brought because of the breach of, or to enforce or interpret, any of the provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the other party all costs and fees. Each party acknowledges that any breach of the confidentiality provisions of this Agreement would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore the other party will be entitled to seek injunctive relief to enforce this Agreement and such obligations without the need to prove harm.

2.11. General

2.11.1. Entire Agreement; Amendments. This Agreement, including all schedules and attachments which are incorporated by reference, sets forth the entire understanding of the parties relating to its subject matter, and all other understandings, written or oral, are superseded. This Agreement is not binding upon ESSI until either ESSI has approved of you as a Member or Merchant and accepted a transaction submitted by you, or until executed by an authorized representative of ESSI. Except as provided in this Section or elsewhere in this Agreement, this Agreement may not be amended except in writing executed by all parties. ESSI may modify or amend the terms of this Agreement, including related schedules (such as fee schedules) or exhibits, at any time upon prior written notice to you, and you understand and agree that the HerboPay™ and Services and applicable fees are subject to change from time to time at ESSI’s sole discretion. You will have the opportunity to review and accept any modified terms of this Agreement; however, you may be unable to access your Account or continue to use the Services until you accept the modified terms, at our sole discretion. If we are required to modify this Agreement or any features of the Services because of security purposes or to comply with law, regulation, or court order, we may implement such change immediately, without prior notice to you and before such change may be posted to the website (however, we will use commercially reasonable efforts to, in a timely fashion, but no longer than 30 days update the website to reflect any such change). The most up-to-date Agreement can be found at www.userherbo.com.

2.11.2. Notices. All notices, requests, demands and other communications to be delivered hereunder, unless specified otherwise herein, shall be in writing and shall be delivered by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to the following addresses: if to ESSI: Eco Science Solutions, Inc., 300 S. El Camino Real #206, San Clemente, CA 926721 and if to Member or Merchant: to the address provided by the Member or Merchant (as the case may be) in its application or otherwise provided to ESSI. Notices to Member or Merchant may also be sent electronically: to its email address provided to ESSI, or by posting notice of such modification to ESSI’s website and sending an electronic notice to the mailbox accessible to the Account after log-in (which Member and Merchant will be responsible for monitoring). Each party may update its respective address with written notice. Member and Merchant must promptly provide ESSI with any change of address. Notices will be deemed delivered upon receipt.

2.11.3. Assignment. You may not transfer, assign, or delegate this Agreement or any of your rights or obligations, whether by operation of law or otherwise (including in connection with any merger, sale of assets, or change of control), without the prior written consent of ESSI, and any unauthorized attempted assignment will be null and void. ESSI may transfer, assign, or delegate this Agreement, or any rights or obligations related thereto, in ESSI’s sole discretion. Subject to the foregoing, this Agreement will inure to the benefit of and will be binding upon the parties and their respective permitted successors and assigns.

2.11.4. Waiver. No failure or delay on the part of any party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any further exercise of that right.

2.11.5. Force Majeure. From time to time, Services or Accounts may be interrupted or inoperative. When this happens, you may be unable to use your Account or obtain information about your Account. Please notify us if you have any problems using your Account. You agree that we will not be responsible for temporary interruptions in Services due to maintenance, website changes, or failures, nor shall we be liable for any interruptions due to failures beyond our control, including but not limited to network failure, computer viruses, forces of nature, acts of God, labor disputes, or armed conflicts.

2.11.6. Relationship of the Parties. The parties to this Agreement are independent contractors and will not be considered agents, servants, joint ventures, or partners of one another. Neither party has the authority to bind the other party except as explicitly set forth in this Agreement, and neither party shall make any representation or warranty otherwise. ESSI will have no responsibility for any fee or expense incurred by Member or Merchant in connection with transactions between Member and Merchant, or in connection with Member’s or Merchant’s performance under this Agreement, use of the Services, or business operations. This Agreement is intended solely for the benefit of ESSI and Member or Merchant (as the case may be) and will not be deemed to be for the benefit of any third-party.

2.11.7. Severability. If any provision of this Agreement is deemed illegal, invalid, or unenforceable, the invalidity of such provision will not affect any of the remaining provisions, and this Agreement will be construed as if the illegal, invalid, or unenforceable provision is not contained. This Agreement will be deemed modified only to the extent necessary to render enforceable the remaining provisions.

2.11.8. Construction. The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision. Each party acknowledges and agrees that the language chosen in this Agreement represents the mutual intent of the parties, thus no rule of strict construction will be applied against either party executed in one or more counterparts, each of which shall be deemed to be an original and such counterparts shall together constitute one and the same instrument. The signatures to this Agreement may be evidenced by electronic documents (such as PDFs) or facsimile copies, and any such copy shall be sufficient to evidence the signature of such party as if it were an original signature. FOR BOTH MEMBERS AND MEMBER MERCHANTS: Herbo™ OPERATES A MOBILE PAYMENT SOLUTION IN THE FORM OF A MOBILE APP CALLED Herbo™. Herbo™ EXCHANGES MEMBER U.S. FUNDS FOR COLLATERALIZED CREDIT ON A MEMBERSHIP NETWORK. ALL TRANSACTIONS IN LOOP WITH MERCHANT MEMBERS, INCLUDING EVENTUAL REDEMPTION, ARE INITIATED IN AND UTILIZE THE COLLATERALIZED HERBOPAY CREDIT Herbo™ OFFERED YOU IN EXCHANGE FOR YOUR FUNDS IN THE FORM OF A CREDIT CARD LOAD, AN ACH TRANSFER, PAYROLL CONTRIBUTION OR CASH. THEREFORE, ALL DISPUTES MUST BE CARRIED OUT IN KEEPING WITH THESE TERMS AND CONDITIONS OR Herbo™ RESERVES THE RIGHT TO CANCEL A MEMBER’S MEMBERSHIP, MERCHANT OR OTHERWISE. If you do not agree to the terms of this Agreement, you may not: use the Services; If a HerboPay™ transaction is disputed, the Member and Merchant each agree to be bound by the then-current HerboPay™ transaction dispute procedures, issued from time to time by ESSI. Current procedures and policies are available on Herbo’s website at http://www.userherbo.com and are subject to change by ESSI at its sole discretion.