Terms & Conditions

Effective Date: January 1, 2023

Please read the following carefully. These Terms of Use (these “Terms”) govern your access to and use of the Naked Whey, Inc. (“Naked,” “we,” “us,” “our”) websites at nakednutrition.com and nakednutrition.ca (each, a “Site,” and collectively the “Sites”) and the products and services provided by Naked (collectively, the “Service”).

We offer the Service to you (referred to as “you” and “your”) under these Terms.

This is a binding agreement. If you do not agree to all of these terms, you are not authorized to use the Service and you must promptly cease using it. By accessing or using the Service, you agree to be bound by the terms.

By agreeing to these Terms, you expressly agree to the arbitration of all Disputes as further described below. Any controversy, allegation, or claim that arises out of or relates to the Service, these Terms, or any additional terms, whether heretofore or hereafter arising (collectively, a “Dispute”), except for any controversy, allegation or claim that arises out of or relates to our actual or alleged intellectual property rights (an “Excluded Dispute”), shall be finally resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator or arbitral panel may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration provisions will remain in force.

  1. Your Access to the Service
  2. Permitted Use and Restrictions
  3. Privacy
  4. User Accounts
  5. Terms of Sale and Payments
  6. Discounts and Promotions
  7. Subscriptions
  8. Idea Submissions
  9. Intellectual Property Rights
  10. Mobile Messaging Terms and Conditions
  11. Submitted Content
  12. Third-Party Sites and Services
  13. Notice for California Residents Pursuant to California Civil Code Section 1789.3
  14. Indemnity
  15. Warranty Disclaimer
  16. Health and Food Allergy Disclaimer
  17. Limitation of Liability
  18. Termination
  19. Communication Between Us
  20. Governing Law
  21. Dispute Resolution
  22. Additional Important Terms
  23. Changes to These Terms
  24. Contact Information

 

  1. Your Access to the Service

    1. Internet Access. When using the Service on your mobile, laptop, desktop, or other device (your “Device”), you acknowledge and agree that you are responsible for (i) maintaining Internet access for your Device and (ii) any Internet connection and telecommunications fees and charges that you incur.
    2. Your Device. Naked is not responsible for the operation of your Device. You are responsible for ensuring the system functions of your Device are in working order when accessing the Service, including, but not limited to screen display operation features of your Device.
    3. No Guarantee. Access to the Service may be suspended temporarily and without notice (i) in the event of system failure, (ii) for maintenance or repair, (iii) where we reasonably suspect there has been a breach of these Terms, (iv) for reasons reasonably beyond our control, or (v) as otherwise explained in these Terms.

  2. Permitted Use and Restrictions

    1. License Grant. Subject to the terms and conditions of these Terms, Naked hereby grants you a limited, non-exclusive, personal, non-transferrable, non-sublicensable, non-assignable license to access and use the Service (including updates and upgrades that replace or supplement it in any respect and which are not distributed with a separate license, and any documentation) solely for your personal use on a Device that you own or control. We reserve all other rights that are not granted in these Terms.
    2. Use Restrictions. You may not access or use the Service in any way that is not expressly permitted by these Terms. You may not: (i) cause, permit or authorize the modification, copy, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Service; (ii) sell, assign, rent, lease, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity; or (iii) use the Service for any unlawful, prohibited, abnormal, or unusual activity as determined by Naked in its sole discretion.
    3. Eligibility. You may only use the Service if you are 16 years of age or older. Individuals under the age of 16 are not permitted to use the Service.
    4. We may, but are not obligated to, monitor, or review our Service at any time. If we become aware of any possible violations by you of these Terms, we reserve the right to investigate such violations, and we may, at our sole discretion, immediately terminate your license to use the Service pursuant to Section 18 (Termination) below.
    5. Violation of these Terms. You must not use (or permit a third-party to use) the Service: (i) in any unlawful manner, for any unlawful purpose, or to act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Service or any operating system used by the Service; (ii) in a way that could damage, disable, overburden, impair or compromise our systems or security, or interfere with other users; (iii) to collect or harvest any information or data from the Service or our systems or attempt to decipher any transmissions to or from the servers running the Service; (iv) via use of a robot, spider, or other automated device to monitor or copy the Service or any information provided by the Service; (v) to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms; or (vi) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam). You acknowledge and agree that you are solely responsible, and Naked has no responsibility or liability to you or any other person or entity for, any breach by you of these Terms or for the consequences of any such breach.

  3. Privacy

    1. These also incorporate the terms of our Privacy Policy (as updated from time-to-time). Our Privacy Policy explains how your personal information will be collected and used as well as other information regarding your privacy. By agreeing to these Terms, you are also agreeing to the Privacy Policy and you consent to: (i) the processing of your personal information as explained in the Privacy Policy and (ii) the collection of information from your Device as explained in the Privacy Policy.

  4. User Accounts

    1. User Accounts. To use certain features of the Service, you may be required to create a Naked account and provide us with a username, password, and certain other information about yourself. You are solely responsible for the information associated with your account and anything that happens related to your account. You agree to provide true, accurate, current, and complete information as requested by any forms and maintain and update such information to keep it true, accurate, current, and complete. Your failure to maintain true, accurate, current, and complete account information, may result in your inability to access or use our Service.
    2. Account Security. Maintaining account security is very important. You are solely responsible for maintaining the confidentiality of your account passwords. You agree to notify Naked immediately if you become aware of any unauthorized use of your password or your account.
    3. Account Sharing or Transfers. Accounts are registered to you personally and may not be sold, traded, gifted, or otherwise transferred at any time under any circumstances. You may not share your account with, or disclose your password to, anyone else.
    4. Fees. You agree to pay all applicable fees and taxes incurred by you or anyone using your account. YOU ACKNOWLEDGE YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.
    5. Account Deletion by You. You may delete your account at any time. You may delete your account by contacting us at the information in Section 24 (Contact Information) below.
    6. Account Deletion by Us. Naked may terminate your account at any time for any reason or no reason, including if: (a) Naked determines that you are (i) in breach of or otherwise acting inconsistently with these Terms or (ii) engaging in fraudulent or illegal activities or other conduct that may result in liability to Naked; (b) Naked determines it is required by law to terminate your account; or (c) Naked decides to stop providing the Service or critical portions of the Service. When terminating your account, Naked may delete your account and the information in it. You have no ownership rights to your account.

  5. Terms of Sale and Payments

    1. Billing Policies. If you choose, at your sole discretion, to purchase goods, you acknowledge that you will be required to provide a current, valid, accepted method of payment (“Payment Method”) and you agree that we may charge your Payment Method. Naked uses authorized third parties for the purpose of processing your transactions, credit card authorizations, order fulfillment, and shipping. By submitting Payment Method details to us or our third-party processors, you grant (or otherwise authorize) Naked the right to store and process your information with such third parties. You agree that Naked will not be responsible for any failures of such third parties to adequately protect your information.
    2. Product Availability. We cannot guarantee the availability of a particular product at any particular time, and we reserve the right to change and/or cancel our merchandise offerings through the Service, without notice, at any time. All prices displayed through the Service are exclusive of taxes and shipping charges. Prices are subject to change. All orders are subject to acceptance and availability. In certain circumstances, products may become unavailable after an order has been placed. In such a case, a refund will be issued to your original Payment Method for the amount paid.
    3. Personal Use. Unless you are an authorized retailer, all products sold by or received from Naked are intended to be used for personal purposes only, and you may not sell or resell any products you purchase or otherwise receive from Naked. Naked reserves the right, with or without notice, to cancel or reduce the quantity of any order to be filled or products to be provided to you that may result in a violation of these Terms, as determined by Naked in its sole discretion.
    4. Refund Policy. Our return and exchange policy is available at https://nakednutrition.com/pages/returns-exchanges, which is incorporated herein by reference.

  6. Discounts and Promotions

    1. From time to time, Naked may, in its sole discretion, run online discounts and promotions on products purchased through the Site (a “Promotion”). Promotions are subject to both these Terms and any additional Promotion-specific terms (“Specific Promotion Terms”) which are incorporated into these Terms by reference. You should ensure that you read the Specific Promotion Terms that apply to each Promotion.
    2. Promotions are redeemable on online purchases through the Sites only.
    3. Promotions cannot be applied to previous purchases nor combined with any other Promotions, discounts, coupons, or offers including, without limitation, any reward program(s), unless otherwise expressly indicated by Naked. Only one Promotion may be applied per order. Promotions may not be applied to gift cards, taxes, or shipping and delivery fees, unless otherwise expressly indicated by Naked. Promotions are not valid for cash, cash equivalent, or credit.
    4. Promotions are only available for a limited time. Please see the Promotion period in the Specific Promotion Terms.
    5. Promotions are subject to product availability and product quantities may be limited. Naked cannot guarantee the availability of any product at any time.
    6. Naked reserves the right, without notice, to cancel or reduce the quantity of any order to be filled and/or any products or services to be provided to you that we believe, in our sole discretion, involved or may result in the violation of these Terms, any applicable Specific Promotion Terms, or the law. We further reserve the right to cancel or modify any Promotion or Specific Promotion Terms at any time without notice and in our sole discretion.
    7. Unfortunately, wholesale customers are not eligible for our loyalty program. The loyalty program and any promotions are for retail customers only.
    8. If you have questions concerning any Promotion or Specific Promotion Terms, please contact us at the contact details below in Section 24 (Contact Information).

  7. Subscriptions

    1. Subscriptions. Some parts of the Service are available only with a paid subscription (each, a “Subscription Plan”). If you enroll in a Subscription Plan, you will be charged any applicable Subscription Plan fee, plus any applicable taxes and other charges (“Subscription Fee”) at the beginning of the Subscription Plan and each Subscription Plan period (e.g., monthly, quarterly, annually, as specified when you purchase such Subscription Plan) thereafter.
    2. Payment Method. To enroll in a Subscription, you may be required to provide a current, valid, accepted method of payment (“Payment Method”). You authorize us to charge any Payment Method associated with your account in case your primary Payment Method is declined or no longer available to us for payment. You remain responsible for any uncollected amounts. Naked uses authorized third parties for the purpose of processing your transactions and credit card authorizations. By submitting Payment Method details to us or our third-party processors, you grant (or otherwise authorize) Naked the right to store and process your information with such third parties. You agree that Naked will not be responsible for any failures of such third parties to adequately protect your information. If a payment is not successfully settled—for example, due to expiration of a credit card, insufficient funds, or otherwise—we may suspend the Subscription until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees. Check with your Payment Method service provider for details.

      WHEN YOU ENROLL IN A SUBSCRIPTION PLAN, WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD (AS DESCRIBED BELOW). SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT TO TERMINATE YOUR AUTHORIZATION OR TO CHANGE YOUR PAYMENT METHOD OR THE SUBSCRIPTION PLAN.

    3. Updating Your Payment Method. You can update Payment Method by logging into your account or you may contact us at the details in Section 24(Contact Information) below. We may also update your Payment Method using information provided by Payment Method service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).
    4. Cancellation. You can the Subscription Plan at any time. To cancel, log into your account and navigate to the “Subscriptions” page or contact us at the contact details in Section 24 (Contact Information). If you terminate the Subscription Plan, your Subscription Plan will not be renewed after your then-current Subscription Plan period ends.
    5. Changes to the Subscription Plan or Price. We reserve the right to change the Subscription Plan or adjust pricing for the Subscription Plan or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to the Subscription Plan will take effect following notice to you.

  8. Idea Submissions

    1. We welcome feedback from our users and appreciate your comments regarding our Service. However, our company policy does not permit us to accept or consider ideas, suggestions, proposals, or materials (“Submissions”) that we have not specifically requested. This policy is intended to help us, and our customers avoid future misunderstandings when new products or services developed internally by our employees might be similar or even identical to a customer’s idea.
    2. If, despite our request that you not send us your ideas, you still submit them, then regardless of any conditions you may have attempted to place on your Submission, the following terms shall apply to your Submission: you acknowledge and agree that: (i) such Submissions will be considered non-confidential and non-proprietary; (ii) we have the right (subject to our Privacy Policy), without limit in time and without payment to you, to use, copy, distribute, adapt, and disclose it via the Service or otherwise to third parties for any purpose, in any way, and in any media worldwide now known or later discovered, including, without limitation, the right to create derivative works, make improvements, perform (including through digital performance), and transmit (including through digital transmissions) such Submissions, and the right to transfer or sublicense such rights; (iii) we may have something similar to the Submissions already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from us in connection with the Submissions under any circumstances.

  9. Intellectual Property Rights

    1. The Naked name and logo are trademarks and service marks of Naked. You do not have the right to use any of our trademarks, service marks, or logos, and your unauthorized use of any of these may be a violation of federal and state trademark laws.
    2. You acknowledge that all intellectual property rights in the Service, whether registered or unregistered, including but not limited to rights in graphics, logos, “look and feel,” trade dress, structure, organization, code, and all other content in the Service and compilation thereof, anywhere in the world, belong to us or our licensors and are valuable trade secrets and confidential information of Naked, and are protected by intellectual property laws. You acknowledge and agree that Naked, and/or its licensors, own all right, title, and interest in and to the Service, including all intellectual property, industrial property, and proprietary rights recognized anywhere in the world at any time and that the Service is protected by U.S. and international copyright laws. Further, you acknowledge that the Service may contain information that Naked has designated as confidential, and you agree not to disclose such information without Naked’s prior written consent. Nothing posted on the Service grants a license to any Naked trademarks, copyrights, or other intellectual property rights, whether by implication, estoppel or otherwise. You should assume that everything you see or read on the Service is proprietary information protected by intellectual property laws unless otherwise noted and may not be used except with the written permission of Naked. When accessing the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property.

  10. Mobile Messaging Terms and Conditions

    1. By agreeing to these Terms or using the Service, you also agree to receive communications from us, including via email, text message (to the extent permitted by applicable law), calls, push notifications, and browser notifications. Communications from us may include responses to your inquiries, operational communications concerning your orders, requests for feedback, or marketing materials.
    2. If you wish to opt-out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself or by emailing us at the contact information in Section 24 (Contact Information) below.
    3. In addition, Naked offers a mobile messaging program (the “Program”), which you agree to use and participate in subject to these Mobile Messaging Terms and Conditions (for purposes of this Section 10, the “Agreement”). By opting-in to or participating in any of our Programs, you accept and agree to these Terms, including, without limitation, your agreement to resolve any disputes with us through binding, individual-only arbitration, as detailed in Section 21 (Dispute Resolution) below. This Agreement is limited to the Program and is not intended to modify other Terms or Privacy Policy that may govern the relationship between you and Naked in other contexts.
    4. User Opt-In. The Program allows users to receive SMS/MMS mobile messages by affirmatively opting into the Program, such as through online enrollment forms. Regardless of the opt-in method you utilized to join the Program, you agree that this Agreement applies to your participation in the Program and you acknowledge and agree that your information may be shared with third-party service providers who help us administer the Program. By participating in the Program, you agree to receive auto-dialed or prerecorded marketing mobile messages at the phone number associated with your opt-in. While you consent to receive messages sent using an auto-dialer, the foregoing shall not be interpreted to suggest or imply that any or all of our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “auto-dialer”). Message and data rates may apply.
    5. User Opt-Out. If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP to any mobile message from Naked in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt-out. You understand and agree that the foregoing options are the only reasonable methods of opting-out. You also understand and agree that any other method of opting-out, including, but not limited to, texting words other than the word STOP or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting-out.
    6. Duty to Notify and Indemnify. If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the User Opt-Out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these Terms. You further agree that, if you discontinue the use of your mobile telephone number without notifying Naked of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by Naked, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and Agreement shall survive any cancellation or termination of your agreement to participate in any of our Programs. YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.
    7. Program Description. Without limiting the scope of the Program, users that opt-in to the Program can expect to receive messages concerning the marketing and sale of products, services, and events.
    8. Cost and Frequency. Message and data rates may apply. The Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interaction with Naked.
    9. MMS Disclosure. The Program will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.
    10. Our Disclaimer of Warranty. The Program is offered on an “as-is” basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage, or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Naked’s control.
    11. Participant Requirements. You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your device capabilities for specific text messaging instructions.
    12. Shop PayWe use Shopify to power our online store. Shopify provides users with an option to enroll in an accelerated checkout (“Shop Pay”). If you choose to enroll in Shop Pay by providing your mobile number, you may receive a verification code via SMS text message to verify your identity during checkout. You acknowledge and agree that Naked is not responsible for and has no control over SMS text messages sent by Shopify. If you wish to opt-out of Shop Pay, visit https://shop.app/pay/phone-optout.

  11. Submitted Content

    1. With respect to any and all reviews (including text or other content) or other postings that you upload onto the internet that involve Naked products purchased with credits (“Reviews”), you promise that any such Reviews: (A) WILL BE AN HONEST STATEMENT OF YOUR OPINION OR EXPERIENCE, (B) WILL NOT MAKE ANY FALSE OR MISLEADING STATEMENTS ABOUT NAKED OR OUR PRODUCTS OR USE SUCH PRODUCTS FOR UNINTENDED PURPOSES; (C) WILL NOT BE DEFAMATORY, OBSCENE, OFFENSIVE OR OTHERWISE OBJECTIONABLE, (D) WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS (SUCH AS COPYRIGHT) OR OTHER RIGHTS (SUCH AS PRIVACY OR CONFIDENTIALITY) OF ANY THIRD-PARTY, (E) WILL COMPLY WITH APPLICABLE LAWS (F) WILL NOT PROMOTE VIOLENCE OR DISCRIMINATION BASED ON RACE, SEX, RELIGION, NATIONALITY, DISABILITY, SEXUAL ORIENTATION OR AGE, (G) WILL NOT BE LIKELY TO DECEIVE ANY PERSON, (H) WILL NOT BE THREATENING, ABUSIVE OR CAUSE ANNOYANCE, INCONVENIENCE OR NEEDLESS ANXIETY, (I) WILL NOT BE LIKELY TO HARASS, UPSET, EMBARRASS, ALARM OR ANNOY ANY OTHER PERSON, (J) WILL NOT IMPERSONATE ANY PERSON, OR MISREPRESENT YOUR IDENTITY OR AFFILIATION WITH ANY PERSON, (K) WILL NOT GIVE THE IMPRESSION THAT IT EMANATES FROM US, IF THIS IS NOT THE CASE, AND (L) WILL NOT ADVOCATE, PROMOTE OR ASSIST ANY UNLAWFUL ACT SUCH AS (BY WAY OF EXAMPLE ONLY) COPYRIGHT INFRINGEMENT OR COMPUTER MISUSE.
    2. You own and are entirely responsible for any content or materials that you may submit or transmit (“User Content”). All User Content is and will be considered non-confidential and non-proprietary. We are not required to host, display, or distribute your User Content and we may remove it at any time. You acknowledge and agree that you waive any rights that you may have in any territory in respect of User Content, including but not limited to the right to be attributed as the author of the User Content. We may use any or all your User Content, anywhere in the world for an unlimited period of time, for any commercial or non-commercial purposes. We may exercise these rights without notice to you and without paying any compensation to you. You promise that: (a) you own or have acquired all of the rights in your User Content; (b) your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or any other legal rights of any third party; and (c) your User Content complies with this Terms. 
    3. We may, but are not required to, monitor and review your User Content. We reserve the right to display, publish, or promote User Content on our Sites and our social media profiles, including, but not limited to on YouTube, TikTok, Instagram, Facebook, Snapchat, and Twitter. We may display your review in its entirety, or in the event your review does not comply with this Section, we may modify or edit your review. Naked has no obligation to display a review or seek approval before doing so.  By agreeing to these Terms you consent to our use. 

  12. Third-Party Sites and Services

    1. The Service may contain links to or allow you to share content directly with other third-party websites (“Third-Party Sites”). You acknowledge that we have no control over the Third-Party Sites and are not responsible for their contents and/or availability. We do not assume any liability for your use of any of the foregoing, which use you acknowledge and agree shall be at your own risk.
    2. These links are provided to you for convenience only and do not constitute an endorsement or approval by us of the organizations that operate such websites, the content, or other material contained in the Third-Party Sites, and we have no association with their operators. Your use of the Third-Party Sites will be governed by their terms and conditions and privacy policies (if any) (“Third-Party Terms”). It is your responsibility to read and comply with Third-Party Terms.

  13. Notice for California Residents Pursuant to California Civil Code Section 1789.3

    1. Under California Civil Code Section 1789.3, California users of an electronic commercial service receive the following consumer rights notice: California resident may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd. Suite N 112, Sacramento, CA 95834, or by telephone at 800-952-5210.

  14. Indemnity

    1. You agree to indemnify and hold us and our affiliates, and their respective business partners, licensees, licensors, officers, directors, employees, and agents (the “Indemnified Parties”) harmless from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs), arising out of or in connection with: (i) your use of the Service; (ii) your breach or violation of any of these Terms; or (iii) your violation of the rights of any third party. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations. In such event, you shall provide the Indemnified Parties with such cooperation as is reasonably requested by the Indemnified Parties.

  15. Warranty Disclaimer

    1. WE PROVIDE THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE HAVE NO OBLIGATION TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE SERVICE OR TO OTHERWISE SUPPORT, DEVELOP OR MAINTAIN THE SERVICE. While we take reasonable precautions to prevent the existence of computer viruses and/or other malicious programs, we accept no liability for them. We also make no promises or guarantees, whether express or implied, that the content included on the Service is accurate, complete, or up to date.
    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE ALL CONDITIONS, WARRANTIES, REPRESENTATIONS AND OTHER TERMS, WHICH MAY APPLY TO THE SERVICE (INCLUDING OUR PRODUCTS) WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES WITH RESPECT TO THE SERVICE (INCLUDING OUR PRODUCTS) AND ALL INFORMATION AND CONTENT INCLUDED ON THE SERVICE.
    3. No information or advice obtained through the Service, or affirmation by us, by words or actions, shall constitute a warranty.
    4. Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.

  16. Health and Food Allergy Disclaimer

    1. THIS SITE DOES NOT PROVIDE MEDICAL ADVICE. THE HEALTH AND NUTRITIONAL INFORMATION, INCLUDING BUT NOT LIMITED TO, TEXT, GRAPHICS, IMAGES AND OTHER MATERIAL, CONTAINED ON THE SITE, IS FOR EDUCATIONAL PURPOSES ONLY.  You should not rely on this information as a substitute or replacement for professional medical advice, diagnosis, or treatment. If you have any concerns or questions about your health, please consult with a physician or other medical health-care professional.  Do not disregard, avoid or delay obtaining medical or health related advice from your health-care professional because of something you may have read on the Site.  Causes for being overweight or obese vary from person to person. Whether genetic or environmental, it should be noted that food intake, rates of metabolism and levels of exercise and physical exertion vary from person to person. This means weight loss results will also vary from person to person. Nothing in this agreement or our statements should be construed as a promise or guarantee that a user will achieve his or her desired goal.
    2. Research developments may impact the health and nutritional advice that appears on the Site. No assurance can be given that the information contained on the Site will always include the most recent developments.
    3. Customers concerned with food allergies need to be aware of these risks and should confirm all food allergies and intolerances before preparing or consuming any items. Naked is not responsible for identifying ingredients that may cause allergic reactions for those with food allergies. IF YOU THINK YOU HAVING AN ADVERSE REACTION TO ANY FOOD ITEM, STOP IMMEDIATELY.  TO THE EXTENT YOU BELIEVE YOU ARE HAVING A MEDICAL OR HEALTH EMERGENCY, CALL YOUR HEALTH CARE PROFESSIONAL, OR 911, IMMEDIATELY.

  17. Limitation of Liability

    1. IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, ANY BREACH OF SECURITY OR ANY DAMAGE TO YOUR DEVICE, LOST DATA, PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SERVICE OR YOUR INABILITY TO ACCESS OR USE THE SERVICE) ARISING FROM, RELATING TO, OR IN ANY WAY CONNECTED WITH THE USE OR THE PERFORMANCE OF THE SERVICE (INCLUDING OUR PRODUCTS) OR THESE TERMS, ARISING AND WHETHER FRAMED IN CONTRACT OR TORT, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF NAKED, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. Your sole remedy for dissatisfaction with the Service including, without limitation, content offered on the Service, is to stop using the Service (including our products). Such limitation shall also apply with respect to damages incurred by reason of services or products received through or advertised in connection with the Service or any links on the Service, as well as by reason of any information or advice received through or advertised in connection with the Service or any links on the Service. Such limitation shall also apply with respect to damages incurred by reason of any content posted by a third-party or conduct of a third-party on the Service.
    3. In the event the foregoing exclusion of liability is determined, in whole or in part, to be invalid or unenforceable, then the Indemnified Parties’ liability arising in connection with the Service or under these Terms whether in contract, tort (including negligence) or otherwise, shall not exceed, under any circumstances, the greater of: (i) the total amount paid for goods purchased through the Service in the preceding 30 days, or (ii) One Hundred Dollars ($100). You agree that any claim or cause of action arising under these Terms or the performance or non-performance of the Service must be brought within one year after such claim or cause of action arises or be forever barred.
    4. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, NAKED’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON NAKED’S GOVERNING LAW PROVISION SET FORTH BELOW.
    5. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

  18. Termination

    1. We may terminate these Terms and/or terminate your permission to use the Service immediately, without prior notice or liability, if (i) you commit any breach of these Terms, (ii) we discontinue the Service, or (iii) we are prevented from providing the Service for any reason.
    2. Furthermore, we reserve the right to change, edit, suspend, delete, and/or cancel any part of the Service and/or your access to it at any time with or without notice to you: (i) if required by law, or (ii) due to an event beyond our control.
    3. On termination of these Terms for any reason: (i) all rights granted to you under these Terms will cease immediately, (ii) you must immediately cease all activities authorized by these Terms (including your use of the Service), and (ii) you acknowledge that we may restrict your access to the Service. Sections 3, 8-11, 14-22 will survive any termination or expiration of these Terms.

  19. Communication Between Us

    1. If you wish to contact us in writing, or if any condition in these Terms requires you to give us notice in writing, you can send this to us as indicated in Section 24 (Contact Information) at the bottom of these Terms. If we have to contact you or give you notice in writing, we may do so by email or using any other contact details you provide to us.

  20. Governing Law

    1. These Terms and any matter arising out of or relating to these Terms, and any claim, cause of action, controversy, or matter in dispute between you and us, whether sounding in contract, tort, statute, regulation, or otherwise, shall be governed by the internal laws of the State of Florida in the United States, consistent with the Federal Arbitration Act, without regard to any choice or conflict of laws principles (whether of the State of Florida or any other jurisdiction). The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms.

  21. Dispute Resolution

    1. User Concerns. Most user concerns can be resolved quickly and to the user’s satisfaction by contacting us at the contact details in Section 24 (Contact Information) below.
    2. Arbitration Procedures. In the event your concern cannot be resolved informally, you and Naked agree that, except as provided in Section 21(e) below, all Disputes, (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth in this Section 21 (Dispute Resolution) and the JAMS Rules, the terms in this Section will control and prevail.

      Except as otherwise set forth in Section 21(e) below, you may seek any remedies available to you under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and Naked will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given, and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, (i) you and Naked may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.

      IN THE CASE OF ARBITRATION AND WHERE PERMITTED BY LAW, YOU ARE AGREEING TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.

    3. Location. The arbitration will take place in the Dade County, Florida, United States of America, unless the parties agree to video, phone, or internet connection appearances.
    4. Limitations. You and Naked agree that any arbitration shall be limited to the Claim between Naked and you individually. YOU AND NAKED AGREE THAT (i) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (iii) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
    5. Exceptions to Arbitration. You and Naked agree that the following Claims are not subject to the above provisions concerning binding arbitration: (i) any Excluded Dispute; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.
    6. Arbitration Fees. If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we initiate arbitration for a Claim, we will pay the costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
    7. Severability. You and Naked agree that if any portion of this Section is found illegal or unenforceable (except any portion of Section 21(e)), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 21(e) is found to be illegal or unenforceable then neither you nor Naked will elect to arbitrate any Claim falling within that portion of Section 21(e) found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County of Dade, Florida, United States of America, and you and Naked agree to submit to the personal jurisdiction of that court.

  22. Additional Important Terms

    1. Assignment. The rights granted to you under these Terms may not be assigned without Naked’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.
    2. Severability. Except as otherwise provided in Section 21(g), if any part of these Terms is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Terms shall be given full force and effect.
    3. Attorneys’ Fees. In the event any litigation or arbitration is brought by either party in connection with these Terms, except as otherwise provided in Section 21(f), the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in any legal action relating to these Terms.
    4. No Waiver. Our failure to enforce any provision of these Terms shall in no way be construed to be a waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Naked of any provision, condition, or requirement of these Terms shall not be understood as a waiver of your obligation to comply with the same provision, condition, or requirement at a later time.
    5. Equitable Remedies. You acknowledge and agree that Naked would be irreparably damaged if the terms of these Terms were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to any breach of these Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.
    6. Entire Agreement. These Terms, including the documents referenced in these Terms, constitutes the entire agreement between you and Naked with respect to the Service and supersedes any and all prior agreements between you and Naked relating to the Service.
    7. Transfer. We may transfer our rights and obligations under these Terms to another organization but this will not affect your rights or our obligation sunder these Terms.

  23. Changes to These Terms

    1. We reserve the right, at our sole discretion, to amend these Terms at any time. As applicable, we will notify you of material changes to these Terms when you next access the Service (we may also email you about any material changes to these Terms). We reserve the right at any time and from time-to-time to modify or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice.

  24. Contact Information

    1. If you have any questions or comments relating to the Service or these Terms, please contact us at questions@nakednutrition.com.