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TERMS OF USE

SALUS FOODS, LLC

Only by agreement to the Terms and Conditions outlined in this section is permission granted to use the salusfoods.com web site and e-commerce software.

Last Update: 28 May 2017

These Terms of Use (“Terms of Use”) apply to your access to and use of the websites, mobile applications and other online products and services (collectively, our “Services”) provided by Salus Foods, LLC d/b/a Salus Foods ® (the “Company”).These terms do not apply to any third-party sites not owned and operated by Company, including certain franchisee sites, which may have their own terms and conditions that govern their services. You visit such third-party sites at your own risk.  Company has no responsibility for the content, policies or actions of any third-party sites and does not sponsor, endorse, affiliate or associate with any materials displayed on or accessible through such third-party sites.

By clicking to indicate your acceptance of these Terms of Use, or otherwise accessing or using our Services, you agree and accept the Terms of Use, as described below and all terms incorporated by reference. If you do not agree to these Terms of Use, please do not use our Services or order, receive, or use products made available through the Services (collectively, the “Products”). If you do not agree to these Terms of Use, including the mandatory arbitration provision and class action waiver in Section 17, do not access or use our Services or order, receive or use products made available through the Services.

Company reserves the right, at its sole discretion, to change, modify or otherwise alter these Terms of Use at any time. If we make changes to these Terms of Use, we will provide notice of such changes, such as by sending an email notification, providing notice through our Services, posting the amended Terms of Use to our Services and updating the “Last revised” date above. Such changes and/or modifications shall become effective immediately upon being posted in these pages. Please review the Terms of Use periodically. If you continue to use the Services following the posting of changes and/or modifications, it will constitute your acceptance of the revised Terms of Use. If you do not agree to the amended Terms of Use, you must stop accessing and using our Services.

Additionally, Company may at any time, for any reason, and without notice or liability: (1) modify, suspend or terminate operation of or access to the Services, or any portion thereof; (2) change, revise or modify the Services, or any portion thereof; (3) interrupt the operation of the Services or any portion thereof for maintenance and support;(4) impose limits on certain features and services, or restrict access to the Services; and/or (5) terminate the authorization, rights and license given above. Upon any termination of the Services or these Terms of Use, the rights and licenses granted to you herein shall terminate and you must cease all use of the Services.

 

1. Eligibility

You must be at least 13 years of age to access or use our Services. In addition, if you are between the ages of 13 and 18 (or between 13 and the age of legal majority under applicable law), you may only access or use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in connection with our Services.  If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

 

2. User Account and Account Security

To engage in certain parts of the Services, you might need to create an account. In connection with your Company account, you agree to (1) provide true, accurate, current and complete information about yourself at registration, (2) create only one account, and (3) maintain and promptly update your  information to keep it true, accurate, current and complete. You are entirely responsible for maintaining the confidentiality of your account access credentials, including your login name and password.  You will not share your account access credentials with any other person. You will notify Company immediately of any unauthorized use of your login, or any other breach of security. You will not use anyone else’s account access credentials

 

3. Electronic Communication

By creating a Company Account, you also consent to receive electronic communications from us (e.g., via email or by posting notices to our Services). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. If you sign up with your e-mail address to join our mailing list, we may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

 

4. Terms of Sale

4.1. Subscriptions; Continuous Subscriptions; Cancellation Policy

Subscriptions. We offer different subscription plans for certain Products (each, a “Subscription”). For more information about our Subscriptions, please visit our Subscription FAQs on our website.

Continuous Subscriptions. WHEN YOU PURCHASE A SUBSCRIPTION, YOU ACKNOWLEDGE AND AGREE THAT (A) OUR THIRD PARTY PAYMENT PROCESSOR IS AUTHORIZED TO CHARGE YOU ON A REGULAR AND ONGOING BASIS FOR YOUR SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, AND (B) YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO OUR SERVICES OR PRODUCTS IN ACCORDANCE WITH THESE TERMS.  DELIVERY FREQUENCY AND CORRESPONDING CHARGES UNDER YOUR SUBSCRIPTION IS DETERMINED BY THE DELIVERY FREQUENCY YOU CHOSE FOR YOUR SUBSCRIPTION.  YOU MAY PUT YOUR SUBSCRIPTION ON HOLD, CHANGE YOUR DELIVERY DATE(S), OR SKIP SUBSCRIPTION DELIVERIES AS OFTEN AS YOU'D LIKE BY MANAGING YOUR SUBSCRIPTION THROUGH THE SUBSCRIPTION CENTER TAB OF YOUR COMPANY ACCOUNT DASHBOARD.

Cancellation Policy.  YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME THROUGH THE SUBSCRIPTION CENTER TAB OF YOUR COMPANY ACCOUNT DASHBOARD OR BY CALLING US AT 877-653-1963. SUBSCRIPTIONS MUST BE CANCELLED SIX DAYS BEFORE THAT SUBSCRIPTION’S ESTIMATED SHIPPING DATE IN ORDER TO AVOID RECEIVING AND BEING CHARGED FOR THAT DELIVERY. SUBSCRIPTION CANCELLATIONS PLACED LESS THAN SIX DAYS FROM THAT SUBSCRIPTION’S NEXT ESTIMATED SHIPPING DATE WILL NOT TAKE EFFECT UNTIL THE FOLLOWING SCHEDULED SUBSCRIPTION DELIVERY.  YOU WILL BE RESPONSIBLE FOR ALL CHARGES (INCLUDING ANY APPLICABLE TAXES AND OTHER CHARGES) INCURRED WITH RESPECT TO ANY SUBSCRIPTION ORDER PROCESSED AND DELIVERED PRIOR TO THE CANCELLATION OF YOUR SUBSCRIPTION.

In the event you cancel your Subscription, please note that we may still send you promotional communications about Company, unless you opt out of receiving those communications by following the unsubscribe instructions provided therein or updating your email preferences in the Account Settings tab of your Company Account.

 

4.3. Gift Cards

Company may allow you to purchase Salus Foods® gift cards through our Services. Please refer to Salus Foods® Gift Card Terms & Conditions for information about the terms that apply to your purchase(s) and use of the gift card.

 

4.4. Payment and Billing Information

By providing us with credit card information, you represent and warrant that you are authorized to use that credit card and that you authorize us (or our third party payment processor) to charge your credit card for the total amount of your Subscriptions or other Product orders from our Services, including any applicable taxes and other charges (each order, an “Order”). If the credit card cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your Order. In the event you want to change or update credit card information associated with your Company Account, you can do so at any time by logging into your Company Account and editing the information on the Account Dashboard.

You acknowledge that the amount billed may vary due to promotional offers, your shipping address, changes you make to your Subscription or changes in applicable taxes or other charges, and you authorize us (or our third party payment processor) to charge your credit card for the corresponding amount.

 

4.5. Pricing and Availability

All prices are shown in local currency and applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice; provided, however, that if we change the amounts or other charges associated with your Subscription, we will provide advance notice of such changes in accordance with Section 3. We will not, however, be able to notify you of changes in any applicable taxes. The shipment of a Subscription to you after we provide notice of changes to the amounts or other charges associated with your Subscription will confirm your acceptance of such changes, unless you cancel your Subscription(s) in accordance with the cancellation policies set forth in Sections 4.1 and 4.2, as applicable.

All of our Products are subject to availability, and we reserve the right to impose quantity limits on any Order, to reject all or part of an Order, to discontinue offering and to substitute Products without prior notice, including, but not limited to, Products that are part of a Subscription.

 

4.6. Taxes

We will collect applicable sales tax on Products, including, but not limited to, Subscription deliveries, shipped to the states for which we determine we have a duty to collect sales tax. If an item is subject to sales tax, you agree that the amount of taxes shown at checkout may be adjusted. Several factors may cause this, such as variances between processor programs and changes in tax rates.

 

4.7. Shipping and Handling

You agree to pay any shipping and handling charges shown at the time you make a purchase. We reserve the right to increase, decrease, add or eliminate shipping and handling charges from time to time, but we will provide notice of the charges applicable to you before you make your purchase, or, in the case of a Subscription shipment, we will provide advance notice of such changes in accordance with Section 3. Generally, shipping is handled by a third party courier. When you purchase a Product from us, any shipping times shown on the Services or in notification emails are estimates only. Actual delivery dates may vary. All Products purchased from us are made pursuant to a shipment contract. This means that title to and the risk of loss of such Products passes to you upon our delivery of the Product to the third party courier.

 

Returns and Refunds

We gladly accept unopened and unused Products, including Products received as part of a Coffee Subscription, within 30 days of the invoice date for a full exchange of the merchandise value, refunded in the original form of payment less appropriate adjustments for shipping and handling.

If any Product, including any Product received as part of a Subscription received as part of an online order is defective, you may either request a full refund in the original form of payment or, if you would like us to resend the Product, you may request a resend by contacting us at sales@salusfoods.com for further instructions.  Product(s) must be returned in prepaid packages.  We do not accept COD.  We recommend you insure and track the package with the shipping carrier of your choice.

 

4.9. Purchases from Linked Sites

If you choose to make purchases from a Linked Site, including, without limitation, from a franchisee site, your relationship is with that third party and Company is not responsible for the quality of the third-party products or services, or fulfilling any of the terms of your agreement with the third-party, including, but not limited to, the delivery of products and services and warranty obligations related to products and services.

 

5. Intellectual Property

Company, Salus Foods ®, Blue Villages®, and their logos, and other trademarks, service marks, product names, designs, titles, words or phrases, graphics and logos used in connection with the Services, and all text, images, photographs, illustrations, HTML, data, hyperlinks, graphics, logos, icons, software, video and/or information, and other materials featured, displayed, contained and available in and on the Services (collectively, the “Content”), are owned by or licensed to Company, and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Company and our licensors reserve all rights in and to our Services and the Content. The Services and the Content may have security components that protect digital information only as authorized by Company or the owner of the Content. The Content may not be copied, imitated or used, in whole or in part, without the Company’s prior written consent. We do not permit third parties to use the Content in any manner, including advertising, as an endorsement for any product or service, in association with contests or promotions, or for any other purpose, commercial or otherwise, without our prior express written permission.

You are granted a personal, non-sublicensable, non-exclusive, revocable, limited, and non-transferable license (“License”) to access and use the Services and Content for personal and  informational purposes; however, such license is subject to these Terms of Use and does not include any right to (a) sell, resell or use commercially our Services or Content, except as expressly permitted by us; (b) copy, reproduce, distribute, publicly perform or publicly display any Content, except as expressly permitted by us or our licensors; (c) modify the Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or Content; (d) use any data mining, robots or similar data gathering or extraction methods, (e) use any meta tags or any other “hidden text” utilizing our name or trademarks without our express prior written consent; and (f) use our Services or Content other than for their intended purposes. Any use of our Services or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.. Misusing the Services or Content is strictly prohibited and will automatically terminate the limited license authorized herein. Unless otherwise written herein, nothing in these Terms of Use will be interpreted as granting any ownership or title of, or exclusive rights to, any intellectual property and its goodwill.

 

6. Hyperlink to Website

You may create a hyperlink to our Services for noncommercial purposes, provided such hyperlink(s) do not cast Company in a misleading, derogatory, defamatory, or misleading manner.  Furthermore the website hosting the hyperlink should not have any illegal, pornographic, or otherwise obscene content or content that is harassing or otherwise objectionable.  This limited permission may be revoked at any time. You may not use the our logo or other proprietary graphic of ours to link to our Services without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any of our trademarks, logos or other proprietary information, including the images found on our Services or Products, the content of any text or the layout or design of any page, or form contained on a page, on our Services without our express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of ours or any third party.

Company is not responsible for, and does not make any such representation, the content or reliability of third-party websites hyperlinking to Company’s website as such third-party websites are not under Company’s control or ownership. When you leave our Services, you should be aware that our terms and policies no longer govern.  You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from our Services.

 

7. License for User-Generated Material

Our Services may allow you and other users to create, post, submit, share or store content, including, but not limited to, reviews, messages, text, photos, videos, and other materials (collectively, “User-Generated Material”) Except for the license you grant below or in a separate agreement, you retain all rights in and to your User Content, as between you and Company. You represent and warrant that your User-Generated Material is not restricted by any confidentiality obligations and that you own and control all such material, have the lawful right to distribute and produce such material, or otherwise have the right to grant those rights to Company that you grant herein.  By submitting or posting User-Generated Material on the Services, you grant Company a perpetual, irrevocable, worldwide, non-exclusive, fully-paid, sub-licensable and royalty-free license to reproduce, modify, adapt, translate,  sell, combine with other works, publish, use, translate, display, publicly perform, alter, perform, create derivative works, or distribute the User-Generated Material and any name, username, or likeness provided in connection with your User-Generated Material. By posting User-Generated Material, you understand that your User-Generated Material and any associated information (such as your username or profile photo) may become available to the public and you release Company and its agents, and employees from any claims that such use violates any of your rights and that you are not entitled to compensation for any use of your User-Generated Material.

You may not to create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.

 

8. Acceptable Uses of The Services

This Service may be used only for personal, informational and shopping purposes. Any other use, including the duplication, reproduction, distribution, modification, republication, transmission and display of the content on this Service is strictly prohibited. No portion of this Service may be exploited for any commercial purpose that is not expressly permitted by Company in writing.

You agree to use this Service and the content herein in accordance with these Terms of Use and all applicable laws and regulations.  Company reserves the right, in its sole discretion, to revoke your License, prohibit access, use, conduct, communications or content that we deem to be harmful to this Service, users, us, our brand, or any other person or entity, or that violates these Terms of Use and/or applicable law.  Company’s delay or failure in taking action does not constitute a waiver of Company’s rights to enforce these Terms of Use.

 

Specific Prohibited Uses

  • The Services may be used only for lawful purposes.  You agree that you will not violate any law, contract, intellectual property or other third party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using our Services.  You agree that you will abide by these Terms of Use and will not:
  • Engage in or encourage conduct that would constitute a criminal or gives rise to civil liability;
  • Transmit or transfer (by any means) information or software derived from the Services to foreign countries or certain foreign nations in violation of United States’ export control laws;
  • Attempt to interfere in any way with the Services’ or Company’s networks or network security, or attempt to use the Services’ to gain unauthorized access to any other computer system, or attempt to post or transmit any information that constitutes a virus, bug or other harmful item;
  • Violate these Terms of Use;
  • Violate any terms or conditions or any other agreement you may have with any third party (including, without limitation, any employer) with regard to your use, possession, transmission or storage of data, or your retention of that third party’s data without their permission.
  • Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable,     overburden or impair the functioning of our Services in any manner;
  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
  • Develop any third party applications that interact with our Services without our prior written consent;
  • Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access our Services, extract data or otherwise interfere with or modify the rendering of our Services’ web pages or functionality;
  • Use our Services in any manner that could create an impression of affiliation, sponsorship, or endorsement by Company;

You may also only post or otherwise share User-Generated Material that is non-confidential and you have all necessary rights to disclose. You may not create, post, store or share any User-Generated Material that:

  • Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
  • Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
  • May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  • Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
  • Impersonates, or misrepresents your affiliation with, any person or entity;
  • Contains any unsolicited promotions, political campaigning, advertising or solicitations;
  • Contains any private or personal information of a third party without such third party’s consent;
  • Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
  • Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose Company or others to any harm or liability of any type.

In addition, although we have no obligation to screen, edit or monitor User-Generated Material, we may delete or remove User-Generated Material at any time and for any reason.

 

9. Reservation of Right to Refuse Service

Company, and its affiliates, reserve the right to refuse service, terminate accounts and/or cancel orders in its discretion including, without limitation, if Company believes that the customer conduct violates these Terms of Use, applicable law, or is harmful to the interests of Company and its affiliates.

 

10. Third-Party Content

Company may include third party content, including embedded content, promotions, and advertisements, on its website. Company does not endorse, adopt, or sponsor such content. You agree that Company is not responsible for such third-party content. You use such third-party content at your own risk.

 

11. Feedback

Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about Company or our Products or Services (collectively, “Feedback”), is non-confidential and will become the sole property of Company. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

 

12. Copyright Complaints

We have a policy limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Company’s Designated Agent as follows:

Designated Agent          Copyright Manager

Address:                         1005 E Las Tunas Dr #307, San Gabriel, CA 91776

Email:                              customerservice@salusfoods.com

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to us for certain costs and damages.

 

13. Privacy

Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.

 

14. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, THE PROPER AND SAFE HANDLING, PREPARATION, STORAGE, USE AND CONSUMPTION OF THE PRODUCTS YOU RECEIVE FROM US. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE HANDLING, PREPARING, USING OR CONSUMING SUCH PRODUCTS.

COMPANY PROVIDES THE SERVICES IS ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NONINFRINGEMENT. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT OUR SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE..

COMPANY DOES NOT WARRANT THAT THIS WEBSITE, ITS SERVERS, OR E-MAIL SENT FROM COMPANY, ARE FREE OF VIRUSES, ERROR-FREE, OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

COMPANY IS NOT LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL COMPANY AND COMPANY PARTIES (DEFINED BELOW) BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS, THEFT OR CORRUPTION OF USER INFORMATION, OR FOR ANY TYPE RELATED TO THE USE OF, OR THE INABILITY TO USE, THE WEBSITE AND ITS CONTENT, WHETHER OR NOT COMPANY MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGE MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OR ANY REMEDY.  BECAUSE SOME STATES DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CERTAIN DAMAGES, IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.  IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPANY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING FROM THE TERMS OR YOUR USE OF THE WEBSITE EXCEED, IN THE AGGREGATE, EXACTLY ONE HUNDRED DOLLARS ($100.00).

 

15. Release

To the fullest extent permitted by applicable law, you release Company from responsibility, liability, claims, demands, and damages (actual and consequential), or any one of the foregoing, of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

 

16. Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold Company, its directors, officers, employees, agents and affiliates (collectively, “Company Parties”) harmless from any loss, liability, claim, demand, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of our Services; (b) your Feedback; (c) your violation of these Terms of Use; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services. You agree to promptly notify Company of any third party Claims, cooperate with Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees).  You also agree that the Company Parties will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company or the other Company Parties.

 

17. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Company and limits the manner in which you can seek relief from us.

Except for small claims disputes in which you or Company seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Company seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Company waive your rights to a jury trial and to have any dispute arising out of or related to these Terms of Use or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms of Use or our Services will be resolved through confidential binding arbitration held in Los Angeles County, California in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

You and Company agree that any dispute arising out of or related to these Terms of Use or our Services is personal to you and Company and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

You and Company agree that these Terms of Use affect interstate commerce and that the enforceability of this Section 17 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law.   As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms of Use. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Company agree that for any arbitration you initiate, you will pay the filing fee and Company will pay the remaining JAMS fees and costs.  For any arbitration initiated by Company, Company will pay all JAMS fees and costs. You and Company agree that the state or federal courts of the State of California and the United States sitting in Los Angeles County, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms of Use or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Company will not have the right to assert the claim.

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 17 by [insert instructions]. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 18.

 

18. Applicable Law

This website is created and controlled, and operated by Company, from its offices in the State of California, United States of America. By accessing the Services you agree that the Terms of Use outlined above shall be governed by and construed in accordance with the laws of the State of California, as such, the laws of the State of California will govern these disclaimers and Terms of Use without giving effect to any principles of conflicts of laws.  You agree to submit to the exclusive jurisdiction and venue of the federal and state courts located in Los Angeles County, California, United States of America, for any disputes arising out of these Terms of Use. Notwithstanding this provision, you agree that Company may apply for injunctive or other equitable relief in any court of competent jurisdiction.

 

19. Severability

If any provision of the Terms of Use is deemed unlawful, void, or for any unenforceable reason, then that provision shall be severable from the other Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

 

20. General Provisions

All or any of Company’s rights and obligations hereunder may be assigned to a subsequent owner or operator of the Services in a merger, acquisition or sale of all or substantially all of Company’s assets.  If, for any reason, a court of competent jurisdiction finally determines any provision of these Terms of Use or any portion thereof to be unenforceable, such provision will be enforced to the maximum extent permissible so as to give the intended effect thereof, and the remainder of these Terms of Use will continue in full force and effect.  Company’s failure to act with respect to a breach by you or others does not waive Company’s right to act with respect to that breach or subsequent or similar breaches.

 

21. Survival

The following sections will survive the expiration or termination of these Terms and the termination of your Company Account: all defined terms and Sections 1-4, 5 (1st paragraph), 6 (2nd paragraph), 7-23.

 

22. Miscellaneous

These Terms of Use constitute the entire agreement between you and Company relating to your access to and use of our Services. The failure of Company to exercise or enforce any right or provision of these Terms of Use will not operate as a waiver of such right or provision. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms of Use are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

 

23. Contact Us; California Website Users

For questions about these Terms of Use, or the services and products offered on the website, you can contact us at:   +1 424 488 03399

Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice; The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by telephone at (800) 952-5210.

 

© 2017 Salus Foods, LLC. All rights reserved. Reuse of any part of this document is prohibited without prior written consent.

 

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