Last Updated May 15th, 2025
If you have a comment or question about these Terms, contact us at help@BiodynamicUSA.com.
1. Acceptance
These Terms of Use (these “Terms”) govern your access or use of this website (the “Website”). Read these Terms and our Privacy Policy located at https://BiodynamicUSA.com/privacy-policy/ (the “Privacy Policy”) before you use this Website because these Terms and our Privacy Policy create a binding, legal agreement between you and Black Buck Enterprises LLC, an Oregon limited liability company doing business as “Biodynamic” (“Biodynamic,” “we”, “us”, or “our”) and govern your access and use of this Website and the services and materials we offer (the “Services”, the “Materials”, and collectively, the “Work”) on this Website. However, if you and we sign a separate written contract for any Work (a “Contract”), that Contract will control. Your use of this Website constitutes your acceptance of these Terms and our Privacy Policy. If you do not agree with these Terms or our Privacy Policy, do not use this Website.
IMPORTANT NOTICE: THESE TERMS CONTAIN A MANDATORY ARBITRATION AGREEMENT AND ALL DISPUTES BETWEEN YOU AND BIODYNAMIC WILL BE RESOLVED THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT. THAT MEANS YOU ARE WAIVING THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN CLASS ACTIONS AND ALL OTHER COURT PROCEEDINGS. YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT-OUT PROCEDURES DESCRIBED IN SECTION 8 BELOW. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
2. Intellectual Property Rights, Content Ownership, Responsibility, and Removal
For purposes of these Terms: (a) “Content” means the text, photographs, graphics, images, music, software, audio and video recordings, works of authorship and copyrighted material, logos, trademarks, service marks, data, information and other materials posted, generated, provided, or otherwise made available through this Website; and (b) “User Content” means any Content you and other visitors to this Website provide to or otherwise make available through this Website.
2.1 User Content.
(a) Ownership; Rights in Your User Content. Biodynamic does not claim ownership rights in any User Content and nothing in these Terms will be deemed to restrict your right to use and exploit your User Content. By making your User Content available through the Website, you grant to Biodynamic an unlimited, non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, distribute, publicly display, and publicly perform your User Content.
(b) Your Responsibility for User Content. You and you alone are responsible for your User Content. You represent and warrant you own your User Content or you have the necessary rights to grant us the license rights to your User Content described above. You also represent and warrant neither your User Content, nor your use and provision of your User Content, nor any use of your User Content by Biodynamic on or through the Website will infringe, misappropriate, or violate any third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Finally, you represent, warrant, and agree that the User Content you make available through the Website or on any third party website about Biodynamic or the Work is true, accurate, and complete. Without limiting the preceding, you will not post any negative comments about Biodynamic or the Work under any name other than your actual name.
(c) Removal of User Content. User Content may continue to exist on the Website, and except as expressly required by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) your User Content.
2.2 Biodynamic Content.
(a) Ownership. Except for the User Content, Biodynamic and its licensors exclusively own all right, title, and interest in and to the Content (the “Biodynamic Content”), including all associated intellectual property rights. You acknowledge the Biodynamic Content is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to (i) remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Biodynamic Content; or (ii) use, copy, broadcast, distribute, upload, post, or share the Biodynamic Content without Biodynamic’s express written consent. As between the parties, Biodynamic reserves all intellectual property rights in the Biodynamic Content, and nothing on this Website or in these Terms grants any license or right to use the Biodynamic Content for any purpose without Biodynamic’s express written consent.
(b) Rights in Content Granted by Biodynamic. Subject to your compliance with these Terms, Biodynamic grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to access and use the Content solely to evaluate Biodynamic, its Services and Materials, and otherwise in connection with your permitted use of the Website and then, solely for your personal and non-commercial purposes.
3. Prohibited Uses
You may use the Website only for lawful purposes and in accordance with these Terms. You may not use the Website: to violate any applicable law or regulation; to infringe the intellectual property rights, privacy rights, contractual rights, or any other rights of any third party; for any purpose that is unlawful or prohibited by these Terms; to cause harm or damage to any person or entity; to interfere with the proper operation of the Website or Biodynamic’s business; or to upload, post, or transmit any material that violates any law, infringes on the rights of any third party, or contains defamatory, libelous, abusive, threatening, obscene, or otherwise objectionable material (as determined by Biodynamic in its sole discretion).
4. Third Party Websites
The Website may contain links to other websites or resources. These links are for your convenience only and are not under our control and are not subject to Biodynamic’s Privacy Policy. We recommend you carefully read the privacy policies of each third party website to determine how your information will be used.
5. Disclaimers
THIS WESBSITE AND THE MATERIALS AND SERVICES PROVIDED THROUGH THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
BIODYNAMIC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE AVAILABILITY, USE, TIMELINESS, SECURITY, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE WORK OR THE CONTENT OF THIS WEBSITE.
ANY INFORMATION YOU VIEW, DOWNLOAD, OR OTHERWISE OBTAIN THROUGH THIS WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE VIEWING, DOWNLOADING, OR OBTAINING OF ANY SUCH INFORMATION OR MATERIAL, OR USE OF THE WEBSITE. INFORMATION ON THIS WEBSITE MAY REFER TO PRODUCTS, PROGRAMS, MATERIALS, OR SERVICES NOT AVAILABLE IN YOUR JURISDICTION.
6. Limitation of Liability
IN NO EVENT WILL BIODYNAMIC BE LIABLE FOR LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION, FOR DAMAGE CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE FAILURE, AND ALL OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS WEBSITE, ANY WEBSITES LINKED TO THIS WEBSITE, OR THE INFORMATION, SERVICES, OR MATERIALS, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IF YOUR USE OF THE SERVICES, MATERIALS, OR INFORMATION FROM OR ON THIS WEBSITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL THOSE COSTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BIODYNAMIC’S TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, AND CAUSES OF ACTION, INCLUDING THOSE BASED ON CONTRACT, TORT OR OTHERWISE, ARISING OUT OF YOUR USE OF THIS WEBSITE, ITS CONTENT OR LINKS, WILL NOT EXCEED THE AMOUNT YOU PAID TO ACCESS THIS WEBSITE.
APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN ADDITION, THE LIMITATIONS AND DISCLAIMERS IN THESE TERMS DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
7. Governing Law; Jurisdiction
These Terms and the Privacy Policy will be interpreted under, and except as specifically described in Section 8 below, any dispute arising out of these Terms will be governed by the laws of the State of Oregon without regard to its conflict of laws provisions. All unresolved disputes, claims and controversies arising out of or relating to this Website and/or these Terms (collectively, “Disputes”) will be resolved by binding arbitration as described in Section 8 below. Notwithstanding the preceding, nothing in this Section limits or impairs Biodynamic’s right to file a statutory construction lien for Services performed or Materials provided, or from initiating a suit to foreclose a lien, but the foreclosure suit will be stayed until the rendering of the arbitration award, which will be binding in that foreclosure suit as to all matters determined in arbitration, and the lien may then be foreclosed as and to the extent permitted by law.
8. Non-binding Mediation and Binding Arbitration of Disputes
8.1 Non-binding Mediation. If there is a Dispute, you and Biodynamics each agree to send to the other party a written notice of the Dispute, stating the name, address, and contact information of the party giving notice; the facts giving rise to the Dispute; and the relief requested. You must send any notice of a Dispute by email at help@BiodynamicUSA.com or by mail to Biodynamic at 6705 NE 79th Court, Suite #1, Portland, OR 97218. We will send any notice of dispute to you at the email address or mailing address we have for you, if any. You and Biodynamic will attempt to resolve any Dispute through informal negotiation within sixty (60) days after the notice of such Dispute is sent. After the end of that sixty (60)-day period and not before, you or Biodynamic may initiate an arbitration proceeding as described below.
8.2 Exceptions to Arbitration. If we cannot resolve the matter informally, all Disputes will be resolved exclusively through final and binding individual arbitration rather than in court, except (a) you may assert claims in small claims court if your claims qualify; (b) Biodynamic may make the filings necessary to protect its lien rights as described below; and (c) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the actual or threatened infringement or misappropriation of our intellectual property rights.
8.3 Mandatory Binding Arbitration of Disputes. By agreeing to these Terms, you agree all Disputes that are not resolved through the dispute resolution procedure described in Sections 8.1 and 8.2 above, including Dispute that arose before you accepted these Terms, will be resolved solely by binding, individual arbitration and not in a court of law in any jurisdiction and not in a class, representative or consolidated action or proceeding, except as expressly described below (this “Arbitration Agreement”).
You and Biodynamic agree (a) the U.S. Federal Arbitration Act (“FAA”) and the rules of the Arbitration Service of Portland, Inc. (“ASP”) will govern the interpretation, applicability, enforceability, and formation of this Arbitration Agreement, including whether all or any part of this Arbitration Agreement is void or voidable.
You and Biodynamic further agree the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes concerning the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
The arbitration will be held in Portland, Oregon. Each party will submit to the Arbitrator, and will exchange with each other in advance of the arbitration hearing, its last best offer regarding each claim/counterclaim, and the Arbitrator will select only one of the two submitted offers for each claim. The Arbitrator will issue a written decision explaining the reasons for the award, including findings of facts and applicable law, and that decision will be final and binding. Judgment on the award may be entered in any court having jurisdiction. Neither party nor any mediator or Arbitrator may disclose the existence, content, or results of any mediation or arbitration.
YOU AND BIODYNAMIC EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND BIODYNAMIC AGREE IN WRITING, YOU AND BIODYNAMIC MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the Arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding unless you and Biodynamic agree otherwise. If the foregoing sentence is found to be unenforceable, then the entirety of this Arbitration Agreement is and will be null and void, and you and Biodynamic will be deemed not to have agreed to arbitrate Disputes on a class basis. This arbitration provision will survive termination of these Terms.
Opt-out. You can choose to reject this Arbitration Agreement by sending a written opt-out notice (“Opt-Out Notice”) within thirty (30) days following the date you first agree to these Terms to Biodynamic, by mail addressed to Biodynamic, Attn: Legal Department, 6705 NE 79th Court, Suite #1, Portland, OR 97218, or by email at help@BiodynamicUSA.com. If mailed, the Opt-Out Notice must be postmarked no later than 30 days following the date you first accepted these Terms and must contain your name, address, and signature. If you opt-out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with Biodynamic or any of its affiliates.
Conducting Arbitration and Arbitration Rules. The arbitration will be administered by Arbitration Service of Portland, Inc. under its rules and procedures, including any supplementary rules then in effect (“ASP Rules”), except as modified by these Terms. The ASP Rules are available at www://arbserve.com. The ASP Rules will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms.
A party who wishes to start arbitration must submit a written demand for arbitration to ASP using the ASP claims form and must also give notice to the other party as specified in the ASP Rules. A copy of the ASP claims form is available at www://arbserve.com. You can contact ASP for more information on how to initiate an arbitration proceeding at www://arbserve.com.
If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the Arbitrator, through a telephonic or video-conference hearing, or in-person hearing as established by the ASP Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by ASP’s Rules. Any in-person arbitration hearings will take place in the county (or parish) where the Work was or would have been performed, unless we both agree to a different location.
Payment of all filing, administration, and arbitrator fees will be governed by ASP’s Rules. Each party to the arbitration will be responsible for its own attorney fees and legal costs.
Notwithstanding the provisions of Section 13 “Changes to Terms” below, if Biodynamic changes any of the terms of this Arbitration Agreement after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice of your rejection within 30 days of the date the change becomes effective, as indicated in the “Last updated ” date above. The written notice must be provided to Biodynamic either by mail addressed to Biodynamic, Attn: Legal Department, 6705 NE 79th Court, Suite #1, Portland, OR 97218, or by email to help@BiodynamicUSA.com. To be effective, your notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting any change, you agree you will arbitrate any Dispute between you and Biodynamic in accordance with the terms of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
9. Termination
Biodynamic, in its sole discretion, may terminate or restrict your use or access to this Website or the Services or Materials provided by or through this Website for any reason, including if Biodynamic believes you have violated or acted inconsistently with these Terms. Upon any termination, discontinuation, or cancellation of your access to the Website, the Services, or the Materials, the following provisions of these Terms will survive: Sections 2, 5, 6, 7, 8 and 11.
10. Severability; Waiver; No Third Party Beneficiaries
If any provision in these Terms is determined to be illegal or otherwise unenforceable, that provision will be enforced only to the extent legally enforceable. Either party’s waiver of any right granted under this Agreement on one occasion will not: (a) waive any other right; (b) constitute a continuing waiver; or (c) waive that right on any other occasion. These Terms are for the benefit of the users of this Website and Biodynamic, and no other person has or will have any right or remedy under these Terms.
11. Indemnification
YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS BIODYNAMIC AND ITS PRESENT AND FORMER OFFICERS, EMPLOYEES, SHAREHOLDERS, MEMBERS, DIRECTORS, FRANCHISEES, AGENTS, SERVANTS, REPRESENTATIVES, PARENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY ACTUAL OR THREATENED CLAIMS, ACTIONS OR DEMANDS, LIABILITIES AND SETTLEMENTS (INCLUDING REASONABLE LEGAL AND ACCOUNTING FEES) RESULTING (OR ALLEGED TO RESULT) FROM YOUR USE OF THE WEBSITE IN ANY MANNER THAT VIOLATES OR IS ALLEGED TO VIOLATE ANY APPLICABLE LAW OR THESE TERMS.
12. Delays and Accessibility
The Website and the Services and Materials described in this Website may be subject to limitations, delays, failures or other problems associated with the use of the Internet and electronic communications. From time to time, we may restrict access to all or some parts of the Website. Biodynamic is not liable if this Website is unavailable at any time for any reason.
13. Changes to the Terms and this Website
From time to time, we may change these Terms to accommodate new technologies, industry practices, regulatory requirements or for other purposes in our sole discretion. You are advised to check the Terms regularly, as continued use is deemed to be approval of and consent to all such changes. We may update the content on the Website from time to time, but its content is not necessarily complete or up-to-date. The Materials and Services shown on this Website may be out of date, and Biodynamic makes no commitment to update the Materials and Services shown on this Website.
14. Interpretation
Both parties have had the opportunity to have these Terms reviewed by their attorneys. Therefore, no rule of construction or interpretation that disfavors the party drafting these Terms will apply to their interpretation. Instead, these Terms will be interpreted according to the fair meaning of its terms. Caption headings are for convenience of reference only and will not in any way limit or otherwise affect the provisions of any section. The term “and/or” means each and all of the persons, words, provisions, or items connected by that term—i.e., it has a joint and several meaning. Any reference to a “day” means a calendar day unless it is expressly limited to a business day. The words “includes” and “including” are not limiting and mean “includes or including without limitation.” The word “person” includes individuals, corporations, partnerships, limited liability companies, co-operatives, associations, and other natural and legal persons. The words “will”, “must”, and “shall” are synonyms, and each means the action is mandatory, not discretionary. To the extent any provision in these Terms conflicts with any provision in a written contract between you and Biodynamic, the provision in that contract will control.
15. Entire Agreement
These Terms and the Privacy Policy constitute the entire integrated and exclusive agreement between you and Biodynamic with respect to your use of this Website and they supersede all prior understandings, agreements, representations and warranties, both written and oral, with respect to this Website.