Terms And Conditions

PLEASE READ THIS SECTION CAREFULLY—IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Last Update to Section 5: June 1, 2020

Purpose.  This Binding Individual Arbitration Section governs all Disputes between you and any NW Entity. The term “Disputes” is to be given the broadest possible meaning that will be enforced and means any dispute, claim, or controversy of any kind between you and any of the NW Entities that arise out of or in any way relate to (1) your access to the Website; (2) your use of the Website; (3) the provision of content, services, and/or products on or through the Website and/or the Service; (4) any product or service provided by or purchased from any Narayan Wellness Inc location; and/or (5) this Agreement, including the validity, enforceability or scope of this Binding Individual Arbitration Section (with the exception of the Class Action Waiver clause below), whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory. The term “Disputes” includes claims that arose or accrued before you assented to this Agreement. If you have a Dispute with any NW Entity that cannot be resolved through negotiation within the time frame described in the “Notice of Dispute” clause below, you and the NW Entity with which you have a Dispute agree to seek resolution of the Dispute only through arbitration of that Dispute in accordance with the terms of this Section, and not litigate any Dispute in court, except for those matters listed in the Exclusions from Arbitration clause. Arbitration means that the Dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury. 

Exclusions from Arbitration.  YOU AND THE NW ENTITIES AGREE THAT THE ONLY DISPUTES NOT COVERED BY THIS SECTION ARE (1) CLAIMS REGARDING THE INFRINGEMENT, PROTECTION OR VALIDITY OF YOUR OR NARAYAN WELLNESS INC’S TRADE SECRETS, COPYRIGHT, TRADEMARK OR PATENT RIGHTS AND (2) CLAIMS YOU CHOOSE TO PURSUE IN SMALL CLAIMS COURT WHERE JURISDICTION AND VENUE OVER NARAYAN WELLNESS INC AND YOU OTHERWISE QUALIFIES FOR SUCH SMALL CLAIMS COURT AND WHERE YOUR CLAIM DOES NOT INCLUDE A REQUEST FOR ANY TYPE OF EQUITABLE RELIEF.

Right to Opt-Out of Binding Arbitration and Class Action Waiver Within 30 Days. You have the right to opt-out and not be bound by this arbitration provision by sending written notice of your decision to opt-out to Narayan Wellness Inc at INFO@NARAYANWELLNESS.COM . The written notice must be postmarked or emailed within thirty (30) days of the later of the date noted in the “Last Update to Section 5” or your initial log in to the Website or the Mobile Application.  Your written notification must include: (1) your name, (2) your physical postal address, and (3) a clear statement that you do not wish to resolve disputes with any NW Entity through arbitration. Otherwise you shall be bound to arbitrate any disputes, claims, or controversies in accordance with the terms of this Section. If you opt-out of this arbitration provision, the NW Entities also will not be bound by it. If you do not affirmatively elect to opt out as described above, your use of the Website and/or any Service will be deemed to be your irrevocable acceptance of this Agreement and any changes/updates to this Section.

Notice of Dispute. IF YOU HAVE A DISPUTE WITH ANY NW ENTITY, YOU MUST FIRST SEND WRITTEN NOTICE OF THE NATURE OF THE DISPUTE TO INFO@NARAYANWELLNESS.COM TO GIVE THE NW ENTITY WITH WHICH YOU HAVE A DISPUTE THE OPPORTUNITY TO RESOLVE THE DISPUTE INFORMALLY THROUGH NEGOTIATION. You agree to negotiate resolution of the Dispute in good faith for no less than sixty (60) days after you provide notice of the Dispute. If the NW Entity with which you have a Dispute does not resolve your Dispute within sixty (60) days from receipt of written notice of the Dispute, you or the NW Entity with which you have a Dispute may pursue your claim in arbitration pursuant to the terms in this Section.

Class Action Waiver. PLEASE READ THIS SECTION CAREFULLY—IT SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS. Any disputes, claims or controversies, whether in arbitration or court, will be conducted only on an individual basis and not on behalf of, or as part of, any purported class, consolidated, representative or private attorney general proceeding. You further agree that you shall not participate in any class, consolidated, representative or private attorney general proceeding (existing or future) brought by any third party involving a Dispute. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the disputes, claims or controversies will not be subject to arbitration and must be litigated. The terms of this provision will be binding on you, your heirs, successors, and assigned.

Arbitration Procedures.  The arbitration shall be conducted by a single arbitrator. Except as otherwise provided in this Section, the arbitration shall be governed by the rules set forth in this Agreement.

The initiating party shall bear the cost of any arbitration filing fees and arbitration fees, unless the arbitrator finds the arbitration to be frivolous. You are responsible for all other additional costs that you may incur in connection with the arbitration including, but not limited to attorney’s fees and expert witness costs unless Narayan Wellness Inc is otherwise specifically required to pay such fees under applicable law. The decision of the arbitrator will be in writing and binding and conclusive on the NW Entities and you, and judgment to enforce the decision may be entered by any court of competent jurisdiction. Dispositive motions, including without limitation, motions to dismiss and motions for summary judgment will be allowed in the arbitration. The arbitrator must follow this Agreement and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney’s fees and expert witness costs. The NW Entities and you understand that, absent this mandatory arbitration provision, the NW Entities and you would have the right to sue in court and have a jury trial. The NW Entities and you further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. 

If your claim is solely for monetary relief of $10,000 or less, and does not include a request for any type of equitable remedy, the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing.

Confidentiality of Arbitration Proceedings. Arbitration proceedings conducted pursuant to this Section 5 shall be strictly confidential. The fact that an arbitration exists or is proceeding, the nature of the Dispute, all documents exchanged in connection with the arbitration, all testimony (including transcripts of testimony, if any) that is given in the arbitration proceeding, and any arbitration award shall remain confidential. The only exceptions to this confidentiality provision are disclosures reasonably necessary to confirm or vacate an arbitration award, a judicial challenge to an arbitration award or its enforcement, or disclosure that is required by operation of law or court order; provided, however, that this Paragraph shall not prevent the disclosure of such information (1) as may be required to your legal and financial advisors and independent accountants; (2) as may be required to any NW Entity’s (a) legal, financial and other professional advisors, regulators, rating agencies, independent accountants, analysts, agents, and/or directors, (b) shareholders and/or affiliates and their respective officers, directors and legal, financial and other professional advisors, and/or (c) existing or potential insurers or reinsurers, existing or potential investors, existing or potential lenders, or existing or potential purchasers; and/or (3) as otherwise required to comply with any applicable law or regulation.

Location of Arbitration. You or the NW Entity with which you have a Dispute may initiate arbitration in either Alameda County, California or any other county within the state of California that is no further than 100 miles from Alameda County, California in which you reside. 

Severability. If any clause within this Section (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that specific clause will be severed from this Section, and the remainder of this Section will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Section will be unenforceable, and the Dispute will be decided by a court and you and the NW Entity with which you have a dispute each agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.

Continuation.  This Section shall survive any termination of this Agreement or the provision of any Service to you.