<p align="center">
    <strong>Terms and Conditions</strong>
    <strong></strong>
</p>
<p>
    These Terms and Conditions are the official terms of use for all
    Constellation Nutrition™ websites, social media pages and any other online
    platform (collectively, the “Website”). The content and products
    (“Products”) available on the Website are provided to you by California
    Genius Partners, LLC, d/b/a Constellation Nutrition™, and its respective
    parent companies, subsidiaries, affiliates, and licensors (collectively,
    “Company,” “us”, “our”, “we”) subject to the following Terms and
    Conditions. By accessing or using this Website, you are acknowledging that
    you have read, understand, and agree to be bound by these Terms and
    Conditions, and the other guidelines, policies and terms posted on the
    Website.
</p>
<p>
    We reserve the right to update or modify these Terms and Conditions at any
    time. When changes are made, we will make the revised version available on
    this webpage and will update the “Last Updated” date below. For this
    reason, we encourage you to review these Terms and Conditions whenever you
    purchase Products from or otherwise use the Website. By using our Website,
    you agree to be bound by the Terms and Conditions posted on the Website at
    the time of your access.
</p>
<p>
    <strong></strong>
</p>
<p>
    To learn more about our practices with respect to the collection, use,
    disclosure and protection of your information, please visit our Privacy
Policy page by clicking    <a href="http://www.zeezsleep.com/privacypolicy.php">here</a>. Our Privacy
    Policy is incorporated into these Terms and Conditions and, by using this
    Website, you also agree to the terms of our Privacy Policy.
</p>
<p align="center">
    <strong>General Terms and Conditions</strong>
    <strong></strong>
</p>
<p align="center">
    <strong></strong>
</p>
<p>
    All Products ship from the United States and customers are solely
    responsible for the payment of any applicable customs, import, export, and
    excise duty, VAT and/or other taxes and fees. We only ship Product orders
    to shipping addresses that are either a physical address or USPS Post
    Office Box.
</p>
<p>
    All Products on this Website are intended for your personal, non-commercial
    purposes only. Except as expressly permitted in these Term and Conditions,
    you may not use, reproduce, distribute, adapt, modify, reverse engineer,
    copy, publish, display, transmit, frame, link, rent, lease, loan, sell,
    license, or in any way exploit the content or Products of this Website. You
    further agree to use this Website, its Products and content, only for
    lawful, non-commercial purposes and in compliance with the all
    international, federal, state and local laws.
</p>
<p>
    We do not authorize or permit the resale of our Products by unauthorized
    retailers, resellers, and/or distributors. Any account associated with a
    purchase order that we suspect is in connection with the illegal
    distribution of our Products, or any other activity that was not
    pre-approved in writing by an authorized officer of Company, may be subject
    to suspension or immediate termination, and restrained from any further
    access to this Website. Any open order associated with such an account will
    be cancelled and credited back to the original purchaser. We reserve the
    right to pursue any unlawful retailer, resellers, or distributor for
    violations under applicable law including, but not limited to, The Lanham
    Act.
</p>
<p>
    If we believe or suspect that your account information is not true,
    accurate, current or complete, we may deny or terminate your access to this
    Website (or any portion thereof). The use of a false name, address,
    telephone number and/or credit card number to purchase any Products on this
    Website shall constitute fraud under the laws of the state of California
    and shall constitute your stipulation and admission that 1) your use of a
    false name, address, telephone number and/or credit card was and is a
    fraudulent representation made at the time of purchase; 2) was made with
    the knowledge of said falsity; 3) was made with the intention to defraud
    us; 4) that our reliance on your fraudulent representations was and is
    actual, justifiable and reasonable, and; 5) that we were and are damaged by
    your fraud. You further stipulate and admit that such conduct was and is
    carried out with fraud, malice and oppression and, therefore, an award of
    punitive damages is both necessary and proper for such conduct. All
    instances of fraud shall be prosecuted to the fullest extent of the law.
</p>
<p align="center">
    <strong>Return Policy</strong>
    <strong></strong>
</p>
<p>
    <strong></strong>
</p>
<p>
    We offer a 90-Day Money Back warranty on all Products purchased through our
    Website. Your warranty comes into effect on the day your Product is shipped
    from our fulfillment center, and expires ninety (90) days after the shipped
    date. You will be responsible for any shipping charges incurred in
    returning the Product(s). Your refund will be processed once your returned
    Product(s) has arrived at our shipping facility.
</p>
<p>
    Please contact our Customer Service for assistance in processing your
    return:
</p>
<p>
    (844) 650-5934 from
    <br/>
    5 am - 7 pm PST Mon - Fri
    <br/>
    6 am - 4:30 pm PST Sat – Sun
</p>
<p align="center">
    <strong>Product Availability</strong>
    <strong></strong>
</p>
<p align="center">
    <strong></strong>
</p>
<p>
    The availability of the Products described herein on this Website, and the
    descriptions of such Products, may vary based on location and timing.
</p>
<p align="center">
    <strong>Your Representations and Warranties</strong>
    <strong></strong>
</p>
<p align="center">
    <strong></strong>
</p>
<p>
    You represent and warrant the following: (i) you are above the legal age of
    majority in your jurisdiction of residence; (ii) you have not previously
    been suspended or removed from this Website; (iii) you do not currently,
    nor will you at any given time in the future, have more than one (1)
    customer account for this Website; (iv) you will provide us with true,
    accurate, current and complete information if you register for an account
    and/or Order; and (v) you have capacity and authority to enter into these
    Terms and Conditions and, in doing so, will not violate any other agreement
    to which you are a party.
</p>
<p align="center">
    <strong>User Content</strong>
    <strong></strong>
</p>
<p align="center">
    <strong></strong>
</p>
<p>
    From time to time, you and other users of this Website may have an
    opportunity to post to this Website certain ideas, concepts, information,
    data, text, photographs, graphics, videos, music, sound, sound clips,
    messages, comments, advertising and other promotional materials or events,
    facts, advice, tips, opinions and other material (collectively, "User
    Content"). If you choose to submit any User Content to this Website, it
    will be deemed non-proprietary and non-confidential and may be used by us,
    our affiliates or others without restriction. We are not responsible for
    any user's misuse or misappropriation of any User Content that you post on
    this Website.
</p>
<p>
    By submitting, sending, posting, uploading, modifying or otherwise
    providing information, material, or any other communication to us including
    User Content, whether solicited or unsolicited, you grant us and our
    affiliates the royalty-free, fully paid, unrestricted, worldwide,
    perpetual, irrevocable, non-exclusive, fully transferrable, assignable,
    sub-licensable right and license to use, copy, reduce, modify, adapt,
    publish, translate, create derivative works from, improve, distribute,
    commercialize, perform or display such User Content (in whole or in part),
    and to incorporate it in other works in/of any form, media, or technology
    now known or later developed for any purpose, including, without
    limitation, advertising and promotional purposes, reproduction,
    transmission, publication, broadcast and posting without any further
    consent by you or notice, credit and/or compensation to you or any third
    parties. We and our affiliates also have the right but not the obligation,
    to use your username (and real name, image, likeness or other identifying
    information, if provided in connection with User Content), city and state
    in connection with any broadcast, print, online or other use or publication
    of your User Content.
</p>
<p>
    By submitting any User Content to us and/or our Website, you further
    represent and warrant that you own or otherwise control any and all rights
    in and to the User Content and that our public posting and use of that User
    Content will not infringe or violate the rights of any third party in any
    manner, including without limitation any privacy rights, publicity rights,
    copyrights, contract rights or any other intellectual property or
    proprietary rights.
</p>
<p align="center">
    <strong>Intellectual Property and Trademark Rights</strong>
    <strong></strong>
</p>
<p align="center">
    <strong></strong>
</p>
<p>
    This Website and all of its contents including but not limited to articles
    and other text, photographs, images, illustrations, graphics, video
    material, audio material (including musical compositions and sound
    recordings), software, logos, trademarks, tradenames, titles, characters,
    names, graphics and button icons, excluding User Content (collectively,
    "Proprietary Material"), are protected by copyright, trademark and other
    laws of the United States, as well as international convention and the laws
    of other countries. The Proprietary Material is owned or controlled by us
    or by other parties that have provided rights thereto to us.
</p>
<p>
    Without limitation, modification of the materials appearing on this Website
    or use of such materials for any purpose is a violation of our copyright
    and other proprietary rights.
</p>
<p>
    Except as otherwise provided in these Terms and Conditions or with our
    express prior written permission, you may not, and agree that you will not,
    use, publish, reproduce, display, publicly perform, create derivative works
    from, reverse engineer or decompile, disassemble, distribute, license,
    transfer, sell, copy, post, enter into a database, upload, transmit or
    modify the Proprietary Material or any portion thereof, for any purpose or
    by any means, methods, or process now known or later developed.
</p>
<p align="center">
    <strong>Claims Regarding Copyright Infringement</strong>
    <strong></strong>
</p>
<p>
    <strong></strong>
</p>
<p>
    <strong>Notice</strong>
    <strong></strong>
</p>
<p>
    <strong></strong>
</p>
<p>
    If you are a copyright owner or an agent thereof and believe that any User
    Content or other content on this Website infringes upon your copyright(s),
    you may submit a notification pursuant to the Digital Millennium Copyright
    Act ("DMCA") by providing our Copyright Agent with the following
    information in writing (see 17 U.S.C 512(c)(3) for further detail):
</p>
<ol start="1" type="1">
    <li>
        Identification of the copyrighted work claimed to have been infringed,
        or, if multiple copyrighted works are covered by a single notification,
        a representative list of such works;
    </li>
</ol>
<ol start="2" type="1">
    <li>
        Identification of the material that is claimed to be infringing or to
        be the subject of infringing activity and that is to be removed or
        access to which should be disabled, and information reasonably
        sufficient to permit us to locate the material;
    </li>
</ol>
<ol start="3" type="1">
    <li>
        Information reasonably sufficient to permit us to contact you, such as
        your name, address, telephone number, and, if available, your e-mail
        address;
    </li>
</ol>
<ol start="4" type="1">
    <li>
        A statement by you that you have a good faith belief that the disputed
        use is not authorized by the copyright owner, its agent, or the law;
    </li>
</ol>
<ol start="5" type="1">
    <li>
        A statement, under penalty of perjury, that the information in the
        above notification is accurate and that you are, or are authorized to
        act on behalf of, the owner of an exclusive right that is allegedly
        infringed; and
    </li>
</ol>
<ol start="6" type="1">
    <li>
        A physical or electronic signature of the owner or an agent authorized
        to act on behalf of the owner of an exclusive right that is allegedly
        infringed.
    </li>
</ol>
<p>
    Our designated Copyright Agent to receive notifications of claimed
    infringement is: DMCA Agent, c/o Constellation Nutrition, 15233 Ventura
    Blvd. Suite 500 Sherman Oaks, CA 91403; or email at
    support@constellationnutrition.com.
</p>
<p>
    For clarity, only DMCA notices should go to the Copyright Agent listed
    above. Any feedback, comments, requests for technical support, questions
    about Products, and other communications should be directed to our customer
    service department. You acknowledge that if you fail to comply with each of
    the notice requirements set forth above, your DMCA notice may not be valid.
</p>
<p>
    After receiving a notification of infringement, we will process and
    investigate the claim and take appropriate actions under the DMCA and other
    applicable intellectual property laws. Upon receipt of notices complying or
    substantially complying with the DMCA, we will act expeditiously to remove
    or disable access to (i) any material claimed to be infringing or claimed
    to be the subject of infringing activity, and (ii) any reference or link to
    material or activity that is claimed to be infringing. We will take
    reasonable steps to promptly notify the user that we have removed or
    disabled access to such material.
</p>
<p>
    <strong>Counter-Notice</strong>
    <strong></strong>
</p>
<p>
    <strong></strong>
</p>
<p>
    If User Content provided by you was removed (or to which access was
    disabled), and you believe such User Content is not infringing or that you
    otherwise have authorization to post and use the content in your User
    Content, you may send a written counter-notice to the Copyright Agent
    listed above, containing the following information:
</p>
<ol start="1" type="1">
    <li>
        Identification of the User Content that has been removed or to which
        access has been disabled and the location at which the User Content
        appeared before it was removed or access to it was disabled;
    </li>
</ol>
<ol start="2" type="1">
    <li>
        A statement under penalty of perjury that you have a good faith belief
        that the User Content was removed or disabled as a result of mistake or
        a misidentification of the User Content removed or disabled;
    </li>
</ol>
<ol start="3" type="1">
    <li>
        Your name, address, telephone number, and e-mail address;
    </li>
</ol>
<ol start="4" type="1">
    <li>
        A statement that you consent to the jurisdiction of the federal
        district court in Los Angeles, California and a statement that you will
        accept service of process from the person who provided notification of
        the alleged infringement; and
    </li>
</ol>
<ol start="5" type="1">
    <li>
        Your physical or electronic signature.
    </li>
</ol>
<p>
    If a proper counter-notice is received by the Copyright Agent, we may send
    a copy of the counter-notice to the original complaining party, informing
    that person that we will replace the removed content or cease disabling
    access to it within ten (10) business days. Unless our designated agent
    first receives notice from the original complaining party that such party
    has filed an action seeking a court order against the content provider,
    member or user, the removed content may be replaced, or access to it
    restored, within fourteen (14) business days after the Copyright Agent's
    receipt of the counter-notice, at our sole discretion.
</p>
<p align="center">
    <strong>DISCLAIMER</strong>
    <strong></strong>
</p>
<p>
    <strong></strong>
</p>
<p>
    CALIFORNIA GENIUS PARTNERS, LLC (INCLUDING OUR PARENT AND SISTER COMPANIES,
    SUBSIDIARIES, AFFILIATES, THIRD PARTY CONTENT PROVIDERS, MERCHANTS,
    SPONSORS, LICENSORS AND THE LIKE, AND THEIR RESPECTIVE DIRECTORS, OFFICERS,
    MEMBERS, MANAGERS AND EMPLOYEES (COLLECTIVELY, “RELATED PARTIES”)) PROVIDES
    THE WEBSITE, PRODUCTS, AND CONTENTS OF ITS WEBSITE ON AN “AS-IS” BASIS AND
    MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
    WITH RESPECT TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT,
    MATERIALS OR PRODUCTS, INCLUDED ON THE WEBSITE. TO THE FULLEST EXTENT
    PERMITTED BY LAW, CALIFORNIA GENIUS PARTNERS, LLC AND ITS RELATED PARTIES
    DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES INCLUDING, FOR EXAMPLE,
    WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
</p>
<p>
    CALIFORNIA GENIUS PARTNERS, LLC AND ITS RELATED PARTIES DO NOT REPRESENT OR
    WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE WEBSITE IS ACCURATE,
    COMPLETE OR CURRENT. FURTHER, CALIFORNIA GENIUS PARTNERS, LLC AND ITS
    RELATED PARTIES DO NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF ANY
    PERSON SUBSCRIBING OR USING THIS WEBSITE. THEREFORE, WE DECLINE ALL
    LIABILITY WHATSOEVER FOR IDENTITY THEFT OR ANY MISUSE OF YOUR IDENTITY OR
    INFORMATION.
</p>
<p align="center">
    <strong>INDEMNIFICATION</strong>
    <strong></strong>
</p>
<p align="center">
    <strong></strong>
</p>
<p>
    By using this Website, you agree to defend, indemnify, and hold us, our
    parent companies, subsidiaries and affiliates, and each of their respective
    managers, members, officers, directors, affiliates, employees, contractors
    and suppliers harmless from any and all claims, liabilities, damages,
    losses, costs, and expenses, including but not limited to attorneys' fees
    and expenses, arising from or in connection with your use of this Website
    or any Products available on or through this Website, the uploading,
    posting, e-mailing, or transmission of any User Content or other materials
    by you or users authorized by you, infringement of any Proprietary
    Material, or any violation by you of these Terms and Conditions, our
    Privacy Policy or any other policy posted from time to time on this Website
    applicable to your use of this Website. We reserve the right to assume the
    exclusive defense and control of any matter otherwise subject to
    indemnification by you, in which event you agree to assist and cooperate
    with us in asserting any available defenses.
</p>
<p align="center">
    <strong>LIMITATION OF LIABILITY</strong>
    <strong></strong>
</p>
<p>
    WE AND OUR RELATED PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL,
    INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF,
    INABILITY TO USE, OR RELIANCE UPON THE WEBSITE, ITS CONTENT OR ANY PRODUCT
    ADVERTISED OR SOLD ON THE WEBSITE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR
    LOST PROFITS, LOST DATA, LOSS OF GOODWILL, INJURY, WORK STOPPAGE, COMPUTER
    FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF
    WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE
    SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION
    OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR
    JURISDICTIONS, OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES AND
    AFFILIATES, SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
</p>
<p>
    IN THE EVENT OF ANY PROBLEM WITH THIS WEBSITE OR ANY CONTENT, YOU AGREE
    THAT YOUR SOLE REMEDY IS TO CEASE USING THIS WEBSITE. IN THE EVENT OF ANY
    PROBLEM WITH PRODUCTS THAT YOU HAVE PURCHASED THROUGH THIS WEBSITE, YOU
    AGREE THAT YOUR SOLE REMEDY, IF ANY, IS TO SEEK A RETURN AND REFUND FOR
    SUCH PRODUCTS IN ACCORDANCE WITH THE POLICIES POSTED ON THIS WEBSITE. YOU
    FURTHER AGREE THAT ANY CAUSE OF ACTION OR CLAIM THAT YOU MAY HAVE WITH
    RESPECT TO YOUR USE OF THIS WEBSITE OR ANY CONTENTS OR PRODUCTS OBTAINED,
    PURCHASED, OR DOWNLOADED FROM THIS WEBSITE MUST BE COMMENCED NO LATER THAN
    ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION
    AROSE.
</p>
<p>
    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND CALIFORNIA
    GENIUS PARTNERS, LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER
    ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS
    MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
</p>
<p>
    WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY
    OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE WEBSITE. UNDER NO
    CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR
    RELIANCE ON INFORMATION OBTAINED THROUGH EITHER THE CONTENT ON THE WEBSITE
    OR USE OF ANY PRODUCT ADVERTISED OR SOLD ON THE WEBSITE. IT IS YOUR
    RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY
    INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE
    WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING
    THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER
    CONTENT ON THE WEBSITE.
</p>
<p align="center">
    <strong>MISCELLANOUS</strong>
    <strong></strong>
</p>
<p>
    <strong></strong>
</p>
<p>
    A printed version of the Terms and Conditions and of any notice given in
    electronic form shall be admissible in judicial or administrative
    proceedings to the same extent and subject to the same conditions as other
    business documents and records originally generated and maintained in
    printed form.
</p>
<p>
    We control and operate this Website from our offices in the State of
    California, United States of America. We welcome visitors from all parts of
    the world; however, all visitors acknowledge that this Website, and all
    content and Products available on and through this Website, are governed by
    the laws of the United States of America and the laws of the State of
    California. We do not represent that the content or Products on this
    Website are appropriate or available for use in other locations. Persons
    who choose to access this Website from other locations do so on their own
    initiative, and are responsible for compliance with any applicable local
    laws. By using this Website, you agree that the laws of the State of
    California, excluding its conflict of laws rules, and these Terms and
Conditions, our    <a href="http://livecellresearch.com/privacy.php">Privacy Policy</a> and
    any other policies posted from time to time on this Website shall govern
    your use of this Website, its content and the purchase of any Products.
    Your use of this Website, its content and the purchase of any Products may
    also be subject to other local, state, national, and international laws.
</p>
<p>
    If either party is required to retain the services of any attorney to
    enforce or otherwise litigate or defend any matter or claim arising out of,
    relating to or in connection with the Website, its content or the Products,
    then the prevailing party shall be entitled to recover from the other
    party, in addition to any other relief awarded or granted, its reasonable
    costs and expenses (including, without limitation, attorneys' fees and
    costs and/or court costs) incurred in the proceeding. You expressly agree
    that exclusive jurisdiction for any claim or dispute relating in any way to
    this Website, its contents or the Products, resides in the courts of the
    County of Los Angeles, State of California. You further agree and expressly
    consent to the exercise of personal jurisdiction in federal and state
    courts of the County of Los Angeles, State of California, in connection
    with any such claim or dispute.
</p>
<p>
    Both parties acknowledge that these Terms and Conditions express both
    parties entire understanding and agreement, and that there have been no
    warranties, representations, covenants or understandings made by either
    party to the other except such as are expressly set forth herein. The
    parties agree that these Terms and Conditions shall be interpreted as
    though co-drafted by both parties hereto and any rules of contract
    interpretation favoring one party over the other shall be disregarded.
    These Terms and Conditions shall be binding upon and inure to the benefit
    of each of the parties hereto, and their respective successors and
    permitted assigns. You may not assign your rights or obligations under
    these Terms and Conditions at any time. Captions and section headings used
    in these Terms and Conditions are for convenience only. All necessary
    provisions shall survive any termination of these Terms and Conditions for
    any reason. If any provision of these Terms and Conditions is found to be
    invalid or unenforceable, that provision will be limited or eliminated to
    the minimum extent necessary so that the remainder of these Terms and
    Conditions will otherwise remain in full force and effect. Our failure to
    exercise in any respect any right provided for herein shall not be deemed a
    waiver of any of our rights hereunder. No agency, partnership, joint
    venture, or employment relationship is created as a result of these Terms
    and Conditions, and neither party has any authority of any kind to bind the
    other in any respect. Any specific right or remedy provided in these Terms
    and Conditions shall not be exclusive but shall be cumulative upon all
    other rights and remedies set forth these Terms and Conditions and allowed
    under applicable law.
</p>
<p>
    <strong>Questions? Contact us!</strong>
    <br/>
    support@constellationnutrition.com
    <br/>
    (844) 650-5934<strong></strong>
</p>
<p>
    Effective date: 7/23/19
</p>