Terms of Service
Nutracode LLC (“we,” “us,” or “our”) owns and operates www.Nutracode.co and its mobile application(s) (collectively, “Website” or “Sites”), an Internet website offered by Nutracode LLC. This document governs your relationship with us. Access to and use of this Website and the products and services available through this Website (collectively, the “Services”) are subject to the following terms, conditions, and notices (the “Terms of Service”).
BY USING THE WEBSITE, YOU AGREE TO THESE TERMS OF SERVICE; IF YOU DO NOT AGREE, DO NOT USE THE WEBSITE.
Access to this Website is permitted on a temporary basis, and we reserve the right in our sole discretion to withdraw, modify, amend, add, or remove portions of the Services or these Terms of Service without notice. It is your responsibility to check these Terms of Service periodically for changes. Your continued use of the Website following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Service, we grant you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website. We will not be liable if for any reason this Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of this Website.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
You must not misuse this Website. You will not: commit or encourage a criminal offense; transmit or distribute a virus, trojan, worm, logic bomb, or any other material that is malicious, technologically harmful, in breach of confidence, or in any way offensive or obscene; hack into any aspect of the Service; corrupt data; cause annoyance to other users; infringe upon any other person’s proprietary rights; send any unsolicited advertising or promotional material, commonly referred to as “spam”; or attempt to affect the performance or functionality of any computer facilities of or accessed through this Website. Breaching this provision would constitute a criminal offense and we will report any such breach to the relevant law enforcement authorities and disclose your identity to them.
We will not be liable for any loss or damage caused by a distributed denialofservice attack, virus, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of this Website or to your downloading of any material posted on it, or on any website linked to it.
Intellectual Property, Software and Content
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code, including but not limited to the design, structure, selection, coordination, expression, “look and feel,” and arrangement of such content, contained on the Website (collectively, “Content”) is owned, controlled, or licensed by or to us and is protected by trade dress, copyright, patent, and trademark laws and various other intellectual property rights and unfair competition laws. All rights to the Content are reserved by us and our licensors. You may store, print, and display the content supplied solely for your own personal use. You are not permitted to publish, manipulate, distribute, or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on this Website, nor may you use any such content in connection with any business or commercial enterprise.
Certain trademarks, trade names, service marks, and logos used or displayed on the Website are registered and unregistered trademarks, trade names, and service marks of us and our affiliates, and other trademarks, trade names, and service marks used or displayed on the Website are the registered and unregistered trademarks, trade names, and service marks of their respective owners (collectively, “Trademarks”). Nothing in these Terms of Service or otherwise provided on the Website grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without our or such other owner’s express prior written consent. Neither our name nor any of the Trademarks may be used in any way, including but not limited to any advertising or publicity regarding distribution of materials on the Website, without our prior written consent. Without limiting the generality of the foregoing, we prohibit the use of our name or any Trademarks as a link to any website unless we approve such link in advance in writing.
Except where expressly stated to the contrary, all persons (including their names and images), third-party Trademarks and content, services and/or locations featured on this Website are in no way associated, linked, or affiliated with us, and you should not rely on the existence of such a connection or affiliation. Unless otherwise specified, where we refer to a Trademark or brand name, it is used solely to describe or identify the products and services and is in no way an assertion that such products or services are endorsed by or connected to us.
Terms of Sale
By placing an order you are offering to purchase a product on and subject to the following terms and conditions. All orders are subject to availability and confirmation of the order price.
Dispatch times may vary according to availability and subject to any delays resulting from postal delays or force majeure, for which we will not be responsible.
In order to contract with us, you must be over 18 years of age and possess a valid credit or debit card issued by a bank acceptable to us. We retain the right to refuse any request made by you. If your order is accepted we will inform you by email and we will confirm the identity of the party with whom you have contracted. This will usually be us or may in some cases be a third party. Where a contract is made with a third party, we are not acting as either agent or principal and the contract is made between yourself and that third party and will be subject to the terms of sale which they supply you. When placing an order, you undertake that all details you provide to us are true and accurate, that you are an authorized user of the credit or debit card used to place your order and that there are sufficient funds to cover the cost of the goods. The cost of foreign products and services may fluctuate. All prices advertised are subject to such changes.
(a) Our Contract
When you place an order, you will receive an acknowledgement email confirming receipt of your order: this email will only be an acknowledgement and will not constitute acceptance of your order. A contract between us will not be formed until we send you confirmation by email that the goods that you ordered have been dispatched to you. Only those goods listed in the confirmation email sent at the time of dispatch will be included in the contract formed.
(b) Pricing and Availability
While we try to ensure that all details, descriptions, and prices that appear on this Website are accurate, errors may occur. If we discover an error in the price of any goods that you have ordered, we will inform you of this as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you, we will treat the order as cancelled. If you cancel and you have already paid for the goods, you will receive a full refund.
Delivery costs will be charged in addition to the goods’ prices; such additional charges are clearly displayed where applicable and included in the “Total Cost.”
Upon receiving your order, we carry out a standard authorization check on your payment card to ensure there are sufficient funds to fulfil the transaction. Your card will be debited upon authorization being received. The monies received upon the debiting of your card shall be treated as a deposit against the value of the goods you wish to purchase. Once the goods have been dispatched and you have been sent a confirmation email, the monies paid as a deposit shall be used as consideration for the value of goods you have purchased as listed in the confirmation email.
Violation of Terms of Service
We may, in our sole discretion and without prior notice, terminate your access to the Website and/or block your future access to the Website if we determine that you have violated these Terms of Service or other agreements or guidelines that may be associated with your use of the Website. Any violation by you of these Terms of Service will constitute an unlawful and unfair business practice and will cause irreparable harm to us for which monetary damages would be inadequate. You consent to our obtaining any injunctive or equitable relief, should we deem such action to be necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that we may have at law or in equity.
If we take any legal action against you as a result of your violation of these Terms of Service, we will be entitled to recover from you, and you shall pay, all reasonable attorneys’ fees and costs of such action in addition to any other relief granted to us. Under no circumstance will we be liable to you or any third party for termination of your access to the Website as a result of any violation of these Terms of Service.
Disclaimer of Liability
WE DO NOT PROMISE THAT THE WEBSITE OR ANY CONTENT WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ANY DEFECTS WILL BE CORRECTED OR THAT YOUR USE OF THE WEBSITE WILL PROVIDE SPECIFIC RESULTS. THE WEBSITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE WEBSITE AND ANY PRODUCTS OR SERVICES LISTED OR PURCHASED ON OR THROUGH THE WEBSITE. WE FURTHER DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE WEBSITE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE AND ANY LINKED SITES. IN THE EVENT OF ANY PROBLEM WITH THE WEBSITE, YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE WEBSITE OR ANY CONTENT IS TO STOP USING THE WEBSITE OR ANY SUCH CONTENT. THESE LIMITATIONS OF RELIEF ARE A PART OF THE BARGAIN BETWEEN THE PARTIES.
Limitation of Liability
Except where prohibited by law, in no event will we be liable to you for any indirect, consequential, exemplary, incidental, or punitive damages, including damages for loss of use, profits, data, or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, even if we have been advised of the possibility of such damage, they were foreseeable, or they arise in contract, tort, equity, restitution, by statute, at common law, or otherwise. This does not affect our liability for death or personal injury arising from our negligence, fraudulent misrepresentation, misrepresentation as to a fundamental matter, or any other liability that cannot be excluded or limited under applicable law.
Linking to this Website
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. This Website must not be framed on any other site, nor may you create a link to any part of this Website other than the home page. We reserve the right to withdraw linking permission without notice.
You agree to indemnify, defend, and hold us, our directors, officers, employees, consultants, agents, and affiliates, harmless from any and all third-party claims, liability, damages, and/or costs (including, but not limited to, legal fees) arising from your use this Website or your breach of the Terms of Service.
DISPUTES; ARBITRATION AGREEMENT; CLASS WAIVER; WAIVER OF TRIAL BY JURY; GOVERNING LAW; JURISDICTION
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH US, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
- Applicability of Arbitration Agreement.
Any dispute or claim relating in any way to your use of the Website or to any products or services sold or distributed by us through the Website that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms set forth below, except that you and we are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.
- Arbitration Rules.
The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. The parties shall select an ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with these Terms of Service (“Arbitration Rules”).
The arbitration shall be conducted by a single, neutral arbitrator. The right to a hearing and the location of any such hearing will be determined by the Arbitration Rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Authority of the Arbitrator.
The arbitrator will decide the rights and liabilities, if any, of you and us, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms of Service. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- Waiver of Jury Trial.
You and we hereby waive any constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and us in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, you and we waive all rights to a jury trial, instead electing that the dispute be resolved by a judge.
- Waiver of Class or Consolidated Actions.
All claims and disputes within the scope of this agreement must be arbitrated or litigated on an individual basis and not on a class basis, and claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.
No part of the procedures shall be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. Notwithstanding the foregoing, no party shall be prevented from submitting to a court of law any information necessary to enforce this agreement to arbitrate, to enforce an arbitration award, or to seek injunctive or equitable relief.
- Small Claims Court.
Notwithstanding the foregoing, either you or we may bring an individual action in small claims court.
In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree that such disputes shall be governed by the laws of the United States and by the laws of the State of New York without regard to conflict of law principles. You consent to submit to the personal jurisdiction by and venue in the state and federal courts located in New York County, New York, and waive any objection to such jurisdiction or venue.
This Arbitration Agreement will survive the termination of your relationship with us.
We reserve the absolute right in our sole discretion to do any of the following, at any time, without notice: (i) modify, suspend, or terminate operation of or access to the Website or any portion of the Website; (ii) modify or change the Website, or any portion of the Website, and any applicable policies or terms; and (iii) interrupt the operation of the Website, or any portion of the Website, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
If any part of the Terms of Service is unenforceable (including any provision in which we exclude our liability to you), the enforceability of any other part of the Terms of Service will not be affected and all other clauses will remain in full force and effect. So far as possible where any clause/subclause or part of a clause/subclause can be severed to render the remaining part valid, the clause/sub-clause shall be interpreted accordingly. Alternatively, you agree that the clause/sub-clause shall be rectified and interpreted in such a way that closely resembles the original meaning of the clause/subclause as is permitted by law.
Information and statements regarding dietary supplements have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease. You should read carefully all product labels and packaging prior to use. Information available on or through the Website is not meant to substitute the advice provided by your doctor or other health care professional. You should not use the information available on or through the Website, including but not limited to information that may be provided by healthcare or nutrition professionals, for diagnosing or treating a health condition or disease.
Accounts, Passwords, and Security
Certain features or services offered on or through the Website may require you to open an account. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account. You shall notify us immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by us or any other user of or visitor to the Website due to someone else using your account as a result of your failing to keep your account information secure and confidential. You may not use anyone else’s account at any time without the express permission and consent of the holder of that account. We cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
We operate a complaints handling procedure, which we will use to try to resolve disputes when they first arise. Please let us know if you have any complaints or comments by contacting us at email@example.com or mailing us at Nutracode LLC, 9 West 31st Street, Suite 25H, New York, New York 10001.
If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.
This Agreement and Sales Terms apply to any order, purchase, receipt, delivery or use of any products and services (collectively, “purchase”) from Nutracode LLC, or any of its subsidiaries or affiliates (“Seller”) or an authorized reseller of Seller (“Reseller”), unless you enter into a separate written agreement with Seller.
Advertised prices are in U.S. dollars and exclude shipping, handling and taxes unless otherwise noted. You are responsible for paying all taxes associated with your order. Seller may change prices without notice to you before Seller enters your order. Payment is due per the terms of your invoice, or if no terms are stated, then when product is shipped unless Seller has extended credit terms to you in writing. Amounts not paid when due bear interest at the rate of 1.33% per month, 16 % per annum) or the highest rate allowed under applicable law, whichever is lower. Furthermore, you will reimburse and indemnify Seller for any cost of collection incurred in collecting any past due sums, including court fees, out-of-pocket expenses, and attorney’s fees. If you financed your purchase, the loan or lease transaction is between you and your lender, independent of your purchase from Seller, except that Seller may, at the request of your lender, withhold technical and warranty support and other services from you.
Shipping and Title.
Seller will arrange to ship products to you. Title and risk of loss to products pass to you upon Seller’s delivery of products to a common carrier for shipment. If you cause or request a delay in shipment without any intervening or superseding fault or negligence of Seller, risk of loss shall be deemed to have passed as of the date Seller notifies you of its readiness for shipment. If Seller incurs storage costs and expenses because of a delay in shipment as described in this paragraph, such costs, including any insurance requested by you, shall be paid by you and included in Seller’s invoice to you or separately billed.
You may return most new products and cancel unused services within 15 days after you receive your product or are invoiced for services. If your shipment is damaged or missing items, then you must file a claim with the common carrier. If the damage or missing items is a result of the fault of Seller, then you must notify Seller of the issue within 15 days after receiving your products. You must then return the products by following Seller’s return procedures, including obtaining a return merchandise authorization (RMA) kit and returning products within 15 days after you receive an RMA kit. Seller will refund the original purchase price of products, unperformed services and related sales taxes. Unless you are returning the products due to damage or missing items caused by Seller, ALL SHIPPING & HANDLING, DELIVERY AND SIMILAR FEES (INCLUDING RELATED SALES TAXES) ARE NOT REFUNDABLE. YOU ARE RESPONSIBLE FOR PRODUCTS UNTIL SELLER RECEIVES THEM. YOU WILL BE CHARGED SHIPPING AND HANDLING AND/OR A 5% RESTOCKING FEE TO RETURN PRODUCTS. Returned products must be in the same condition as you received them. THIS RETURN POLICY IS NOT A WARRANTY. NOTE: Seller will not accept for return any products you purchased from a Reseller. Additional restrictions may apply.
This Agreement, and all claims and controversies arising hereunder, including without limitation claims for breach of contract and related causes of action, shall be governed by the laws of the State of New York, without reference to its choice of law principles. Any action or legal proceeding concerning this Agreement or any other dispute between the parties shall be brought exclusively in the state or federal courts located in or about New York County, New York, and the parties agree that they shall each submit themselves to the jurisdiction of such courts for purposes of resolving any dispute relative to the terms or enforcement of this Agreement.
Any cause of action brought by you against Seller or any of its subsidiaries or affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.
No acceptance which varies the terms of this offer or proposes additional terms is effective. Such proposal is considered rejected unless expressly approved by Seller in writing.