This Terms OF USE (“COU”) is a legal agreement between you (either as an individual or any other legal entity) (“You” or “Your”) and Intermational Resource Management & Acquisitions Corporation. (“Nutracell & NutracellLabs.com”). Your access to, and use of, the Nutracell & NutracellLabs.com websites for which You are registering (“Website”) is subject to, and governed by, these COU. If You are an individual, You represent and warrant to Nutracell & NutracellLabs.com that You are accessing the Website as a representative of Your company. Nutracell & NutracellLabs.com may amend the COU by providing notice to you when you access the Website and You may be required to agree to such amended COU as a condition to Your continued use of the Website.
Be sure to carefully read and understand all of the rights and restrictions delineated in these COU. You are asked to review and either accept or reject the terms and conditions of the COU. For Your reference, You may print the COU by using the “Print” option on Your browser. Your registration will be rejected unless or until You accept the terms of the COU. Your use of this website constitutes Your agreement to the COU outlined herein..
1. Term and Coverage.
1.1. The COU will remain in effect until one party terminates the COU, with or without cause and without liability, except as otherwise provided herein, (i) for Nutracell & NutracellLabs.com immediately upon notice to You, and (ii) by You upon five days written notice.
1.2. All terms and conditions of Your orders and any sales made pursuant to accepted orders will be governed exclusively by separate contracts between You and the applicable Nutracell & NutracellLabs.com affiliate or authorized distributor.
2. Passwords.
2.1. You are responsible for the security of Your login ID and password (“Identifications”) for the Website. You agree that any person using Your Identification issued for the Website will be treated by Nutracell & NutracellLabs.com as having been authorized by You to access Your information as contained on the Website, and take any other actions on Your behalf. You will indemnify and hold harmless Nutracell & NutracellLabs.com and its affiliated companies from all damages, costs, expenses, liabilities and claims incurred by them arising out of any action taken by any person or entity using an Identification.
3. Access. Nutracell & NutracellLabs.com has the right, but not the duty, to terminate or suspend Your access to the Website, without notice, for any conduct that Nutracell & NutracellLabs.com, in its sole discretion, believes is in violation of any applicable law or is harmful to the interests of another user, a third-party provider, a service provider or Nutracell & NutracellLabs.com. It is forbidden to access the Website from territories where the legislation provides that the content or use of the Website is illegal. You choose to use the Website on Your own initiative, and it is Your responsibility to ensure that You conform to all applicable local laws.
4. Copyright. Nutracell & NutracellLabs.com, its suppliers or the original creator of the material own all copyrights to material on the Website and all other intellectual property rights related to the Website.
5. Trademarks.
5.1. Nutracell & NutracellLabs.com and the Nutracell & NutracellLabs.com logo are trademarks or service marks, registered or not, of Nutracell & NutracellLabs.com. Nothing in this Site may be interpreted so as to grant to You, directly or indirectly, the use of a trademark or service mark reproduced on the Website, whether belonging to Nutracell & NutracellLabs.com or third party suppliers, without the written permission of Nutracell & NutracellLabs.com.
6. Confidential Information.
6.1. Nutracell & NutracellLabs.com considers Your Identifications and information contained in non-public areas of the Website (i.e., areas of the Website accessible only with use of Your Identification) and not otherwise generally available to the public to be confidential and proprietary (“Confidential Information”). You agree that such Confidential Information, whether written or oral, in whatever form provided, will remain the property of Nutracell & NutracellLabs.com.
6.2. You agree to restrict disclosure of such Confidential Information to employees, contractors and other representatives of Your company with a clear need to know and to advise such employees, contractors and other representatives of the existence and terms of the COU and the obligations of confidentiality herein.
6.3. During the term of the COU, Nutracell & NutracellLabs.com may receive from You, or may itself generate (based upon other information received from You), information and data related to Your projects (“Projects”). Such information may include technical information, preliminary product and service descriptions, specifications and business plans or other confidential data. You hereby consent to Nutracell & NutracellLabs.com collecting, holding, using, communicating and/or disclosing such Project information on the Website and to make available such Project information to all Authorized Users.
7. Links. THE LINKS ON THE WEBSITE MAY LET YOU LEAVE Nutracell & NutracellLabs.com SITES. LINKED SITES ARE NOT UNDER THE CONTROL OF Nutracell & NutracellLabs.com AND Nutracell & NutracellLabs.com IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. Nutracell & NutracellLabs.com IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. Nutracell & NutracellLabs.com IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY Nutracell & NutracellLabs.com OF THE SITE.
8. Product Availability. The availability of the products described on the Website, and the product descriptions, may vary from country to country. You should consult the applicable Nutracell & NutracellLabs.com affiliate or authorized distributor for availability of specific products in Your area.
9. Export of Information. The United States Export Controls laws prohibit the export of certain technical data and software to certain territories. No content from the Website may be downloaded or otherwise exported in violation of United States law or any other local law from where You may be accessing the Website. You agree to comply with all United States and foreign Federal, State and local laws and regulations applicable to the use of the Website.
10. Limitation of Liability. Nutracell & NutracellLabs.com, ITS RELATED COMPANIES, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS MAY NOT, UNDER ANY CIRCUMSTANCES BE HELD LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE (OR THE INABILITY TO USE) THE WEBSITE OR ANY MATERIAL ON THE WEBSITE. THIS INCLUDES, BUT IS NOT LIMITED TO, THE LOSS OF DATA OR LOSS OF PROFIT, EVEN IF Nutracell & NutracellLabs.com WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Assignment. The COU may not be assigned or transferred by You without the prior written consent of Nutracell & NutracellLabs.com. Nutracell & NutracellLabs.com may assign the COU to any affiliate or third party in part or in whole.
12. Notices. All notices under these COU will be given only in writing to Nutracell & NutracellLabs.com at [Nutracell & NutracellLabs.comWebTerms@Nutracell & NutracellLabs.comcorp.com] and to You at the addresses you provided when registering for the Website. Each party may change its notification address, by giving reasonable written notice of the change to the other party in accordance with these provisions.
13. Disputes.
13.1. Any controversy or claim arising out of or in connection with the COU, its enforcement or interpretation (“Dispute”), will be finally resolved solely in accordance with the terms of this Section 13.
13.2. If a Dispute arises, the parties will endeavor to resolve the Dispute through good faith negotiation within forty-five (45) days of notification of the Dispute. If the Dispute cannot be settled through good faith negotiation, Nutracell & NutracellLabs.com and You will submit the Dispute to non-binding mediation conducted by the American Arbitration Association (“AAA”) or any other mutually acceptable alternate dispute resolution organization. Each party shall bear its own expenses but those related to the compensation of the mediator shall be borne equally. The parties, their representatives, other participants and the mediator (and arbitrator, if any) shall hold the existence, content and result of mediation in confidence. If the Dispute is not resolved through mediation, claims may be brought in a state or federal court of competent jurisdiction or resolved through binding arbitration. Notwithstanding the foregoing, Nutracell & NutracellLabs.com shall be entitled to take immediate legal action where required to protect its Confidential Information, or to obtain any interim injunction.
13.3. Actions on Disputes between the parties with respect to the COU must be brought in accordance with this Section 13 within two years after the cause of action arises.
14. Governing Law. The validity, construction and performance of this Agreement will be governed by the substantive laws of the State of New York, without giving effect to any provisions that would result in this Agreement being governed by the law of any jurisdiction other than that of the State of New York. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. The parties hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in the Borough of Manhattan, New York City for the purposes of adjudicating any matter arising from or in connection with this Agreement. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT AND/OR THE CONFIDENTIAL INFORMATION.
15. Data Privacy
15.1. You and Nutracell & NutracellLabs.com agree that they shall comply in all respects with all applicable data protection laws and regulations (or any legislation or regulations amending or replacing the same) (together, the “Data Protection Laws”).
15.2. You shall in connection with these COU (i) not do or permit anything to be done through an act or omission which might jeopardise or contravene the liability of Nutracell & NutracellLabs.com under Data Protection Laws; and (ii) enter into such agreements as Nutracell & NutracellLabs.com shall reasonably require in relation to the cross border migration of personal data.
15.3. You shall indemnify and keep Nutracell & NutracellLabs.com fully indemnified against any and all liability, loss, damage, costs (including legal costs) and expenses which Nutracell & NutracellLabs.com, or any Nutracell & NutracellLabs.com affiliate may incur or suffer whether direct or consequential (including without limitation any economic loss or other loss of profits, business or goodwill) as a result of any breach of Section 15.2.
15.4. WHEN YOU SUBMIT PERSONAL DATA TO Nutracell & NutracellLabs.com ON THE WEBSITE OR WHEN REGISTERING FOR THE WEBSITE, Nutracell & NutracellLabs.com MAY TRANSFER AND/OR RETAIN THE PERSONAL DATA YOU SUBMITTED TO A COUNTRY OUTSIDE THE COUNTRY IN WHICH YOU ARE LOCATED OR FROM WHERE SUCH PERSONAL DATA WAS COLLECTED, WHICH MAY NOT HAVE THE SAME OR EQUIVALENT DATA PRIVACY PROTECTIONS. IF YOU DO NOT APPROVE OF SUCH TRANSFER AND/OR RETENTION, DO NOT SUBMIT PERSONAL DATA TO Nutracell & NutracellLabs.com.
15.5. BY AGREEING TO THESE COU, YOU ARE AGREEING THAT Nutracell & NutracellLabs.com MAY SHARE YOUR PERSONAL DATA AND OTHER INFORMATION (WITH THE EXCEPTION OF ACCOUNT, CREDIT CARD AND ORDERING INFORMATION) WITH THIRD PARTIES IN CASES WHERE Nutracell & NutracellLabs.com BELIEVES YOUR BUSINESS INTERESTS WILL BE SERVED. IF YOU DO NOT APPROVE OF Nutracell & NutracellLabs.com SHARING YOUR PERSONAL DATA AND OTHER INFORMATION IN SUCH A FASHION, DO NOT USE Nutracell & NutracellLabs.com WEB SITES.
16. Accuracy. WHILE Nutracell & NutracellLabs.com ATTEMPTS TO PROVIDE ACCURATE INFORMATION ON THE WEB SITE, IT ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION. Nutracell & NutracellLabs.com MAY CHANGE THE INFORMATION ON THE WEB SITE, OR THE PRODUCTS MENTIONED, AT ANY TIME WITHOUT NOTICE. MATERIAL ON THE WEB SITE AND THE WEB SITE ITSELF IS PROVIDED “AS IS” AND Nutracell & NutracellLabs.com DOES NOT PROVIDE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. Nutracell & NutracellLabs.com SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE WEB SITE OR ANY CONTENT ON THE WEB SITE.
17. Conditions of Sale. Use of this site constitutes YOUR agreement to the Following Conditions of Sale:
NUTRACELL AND NUTRACELLLABS.COM [NUTRACELL] Terms And Conditions of Sale
PLEASE READ THESE TERMS AND CONDITIONS OF SALE VERY CAREFULLY. THE TERMS AND CONDITIONS OF SALE ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORMS DELIVERED BY CUSTOMER ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN. BY ACCEPTING DELIVERY OF THE PRODUCTS AND SERVICES DESCRIBED IN NUTRACELL AND NUTRACELLLABS.COM’S INVOICE OR OTHER NUTRACELL AND NUTRACELLLABS.COM DOCUMENTATION, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS OF SALE UNLESS CUSTOMER AND NUTRACELL AND NUTRACELLLABS.COM HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN.
These terms and conditions of sale constitute the entire agreement between Customer and NUTRACELL AND NUTRACELLLABS.COM relating to the terms and conditions of sale of products and services on the Site. Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting NUTRACELL AND NUTRACELLLABS.COM at the address provided below. Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Customer agrees that the terms and conditions of sale contained herein and in the NUTRACELL AND NUTRACELLLABS.COM invoice(s) or other documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these terms and conditions of sale or any purchase order or invoice related thereto. Governing Law Title & Risk of Loss Export Sales Warranties Internet Disclaimer 56K Disclaimer Pricing Information; Availability Disclaimer Limitation of Liability NUTRACELL AND NUTRACELLLABS.COM will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency. Third Party Services Arbitration Orders; Payment Terms; Interest; Taxes Return Privileges In order to expedite a return, please have the following information on hand when requesting an RMA number: Customer number, invoice number, serial number, reason for return, action to take (replacement/repair/return/credit) and whether the box has been opened or is manufacturer sealed. Click here to request an RMA online. Please return all products 100% complete including all original manufacturer boxes/containers with the UPC code and packing materials, all manuals, blank warranty cards, accessories and any other documentation included with the original shipment. RMA approval is contingent upon, among other things, the products being 100% complete. Customer is responsible for shipping charges to NUTRACELL AND NUTRACELLLABS.COM’s distribution center for all products being shipped for return, exchange or replacement. Products exchanged or replaced will be shipped by NUTRACELL AND NUTRACELLLABS.COM to Customer, at NUTRACELL AND NUTRACELLLABS.COM’s expense, using the same shipping method requested by Customer on the original order. Customer is responsible for all risk of loss and damage to products being shipped for return, exchange or replacement. Please fully insure return shipment in case of loss or damage. Please use a carrier that is able to provide you with proof of delivery such as UPS, Federal Express or Airborne Express. This is for your protection as well as to ensure quick action on your return. Return privileges may vary by manufacturer. Please contact NUTRACELL AND NUTRACELLLABS.COM Customer Relations at CustomerRelations@NUTRACELLLABS.COM.com for details. Thank you for your past and future business with NUTRACELL AND NUTRACELLLABS.COM. Failure to return a product within the applicable return period will be deemed to be an acceptance of the product. Damaged Products Check Payment Policy PrePay: NUTRACELL AND NUTRACELLLABS.COM will accept personal and business checks for prepay orders. Allow 10 business days for clearing. |
This constitutes the entire agreement between the parties with respect to the Website and its use and supersedes all prior agreements, proposals, communications between the parties and understandings, whether written or oral.
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