Terms & Conditions

TERMS OF USE

Effective: April 27, 2022

Welcome to the https://nkdnutrition.ca/ website (the “Site”), owned and operated by Naked Whey, Inc. (“Naked,” “we,” “us,” “our”). Please read the following information carefully. Your access and use of the Site and features and services provided by Naked (collectively, the “Service) is subject to the terms and conditions in these Terms of Use (these “Terms”).

You must agree to these Terms to use the Service. If you use the Service, or click accept or agree to these Terms if presented to you in a user interface for the Service, we will understand this as your acceptance of these Terms and your agreement to all of its terms and conditions. By accepting these Terms or using the Service, you represent and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you do not accept these Terms, then you may not use the Service.

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, WHICH MAY INCLUDE THE PROVINCE OF QUEBEC, THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES (SECTION 8), DISCLAIMERS OF LIABILITY AND AN EXCLUSIVE REMEDY (SECTION 9), AND A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER (SECTION 13). PLEASE READ THEM CAREFULLY.

  1. Your Access to the Site
  2. Permitted Use and Restrictions
  3. Third-party Links
  4. Idea Submissions
  5. Intellectual Property Rights
  6. Privacy
  7. Indemnity
  8. Warranty Disclaimer
  9. Limitation of Liability
  10. Termination
  11. Communication Between Us
  12. Governing Law
  13. Dispute Resolution
  14. Additional Important Terms
  15. Changes to These Terms
  16. Contact Us

1. Your Access to the Site

  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, which 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. To register an account, you must be an individual at least 13 years of age and able to enter into legally binding contracts. If you are under the age of 13, but age 16 or over, you may only use the Service with the involvement supervision, and approval of a parent or legal guardian. THE SERVICE IS NOT INTENDED FOR USE BY CHILDREN UNDER THE AGE OF 16.
  4. We may, but are not obligated to, monitor, or review the 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 15 (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. Third-party Links

  1. The Service may contain links to website operated by other parties (“Third-Party Sites”). Naked provides these links to Third-Party Sites as a convenience and use of the Third-Party Sites is at your own risk. The Third-Party Sites are not under the control of Naked and Naked is not responsible for the content available on the Third-Party Sites. Such links do not imply Naked’s endorsement of information or material on any Third-Party Site and Naked disclaims all liability with regard to your access to and use of such Third-Party Sites. Your use of Third-Party Sites is 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.

4. 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. We hope you will understand that 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 to 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 Submission 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 Submission under any circumstances.

5. Intellectual Property Rights

  1. Trademarks. 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. Ownership. Except for your Submitted Content, 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, Submitted content belonging to other users, and all content in the Service and any 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. Except for your Submitted Content, you acknowledge and agree that Naked, and/or its licensors, owns 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 copyright or trademark 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.

6. Privacy

  1. By accepting these Terms or using the Service, you represent that you have read and consented to our Privacy Policy in addition to these Terms. Naked may revise the Privacy Policy at any time, and a link to the new version will be posted on the Site. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using the Service. By using the Service, you agree to the then-current versions of these Terms and the Privacy Policy, which will be posted on the Site.

7. 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 these Terms; (iii) your violation or 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.

8. Warranty Disclaimer

  1. THE LAWS OF SOME JURISDICTIONS, INCLUDING THE PROVINCE OF QUEBEC, MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF REPRESENTATIONS, WARRANTIES OR CONDITIONS, SO SOME OF THE BELOW EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASE, EXCLUSIONS WILL APPLY TO THE GREATEST EXTENT CONSISTENT WITH APPLICABLE LAW. 
  2. 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.
  3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE ALL CONDITIONS, WARRANTIES, REPRESENTATIONS AND OTHER TERMS, WHICH MAY APPLY TO THE SERVICE, 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 AND ALL INFORMATION AND CONTENT INCLUDED ON THE SERVICE.
  4. No information or advice obtained through the Service, or affirmation by us, by words or actions, shall constitute a warranty.
  5. Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.

9. Limitation of Liability

  1. THAT THE LAWS OF SOME JURISDICTIONS, INCLUDING THE PROVINCE OF QUEBEC, MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, LOSSES OR LIABILITY, SO SOME OF THE BELOW EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASE, EXCLUSIONS AND LIMITATIONS WILL APPLY TO THE GREATEST EXTENT CONSISTENT WITH APPLICABLE LAW.
  2. 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 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.
  3. Your sole remedy for dissatisfaction with the Service including, without limitation, content or products 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.
  4. 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, 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.
  5. 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 CHOICE OF LAW PROVISION SET FORTH BELOW.
  6. If you are a California resident, you waive California Civil Code Section 1542, which states, in part “a general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that, if known by him or her would have materially affected his or her settlement with the debtor or released party.”

10. Termination

  1. We may terminate these Terms, deactivate your account, and/or 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, your account, and/or your access to the Service 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 (iii) you acknowledge that we may restrict your access to the Service. Sections 10–19 will survive any termination or expiration of these Terms.

11. Communication Between Us

  1. If you wish to contact us in writing, or if any condition in these Terms require you to give us notice in writing, you can send this to us by email or as otherwise indicated in Section 21 (Contact Us) at the bottom of these Terms. For DMCA notices, please see Section 8 (DMCA Notice).
  2. 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.

12. Governing Law

  1. Except where prohibited by applicable law, which may include the Province of Quebec, 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 California 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 California or any other jurisdiction). Except where prohibited by applicable law, which may include the Province of Quebec, by using the Services, you waive any claims that may arise under the laws of other states, provinces, countries, territories, or jurisdictions.

13. 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 16 (Contact Us) below. Except where prohibited by applicable law, which may include the Province of Quebec, with respect to any and all disputes arising out of or relating to the Services or these Terms (including without limitation the Privacy Policy), Naked and you agree to negotiate in good faith to achieve a mutually satisfactory resolution. If you and Naked do not resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. 
  2. Arbitration Procedures. Except where prohibited by applicable law, which may include the Province of Quebec, in the event your concern cannot be resolved informally, you and Naked agree that, except as provided in Section 13(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 13 (Dispute Resolution) and the JAMS Rules, the terms in this Section will control and prevail.

    Except as otherwise set forth in Section 13(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. Except where prohibited by applicable law, which may include the Province of Quebec, the arbitration will take place in the County and City of Los Angeles, California, unless the parties agree to video, phone, or Internet connection appearances.
  4. Limitations. Except where prohibited by applicable law, which may include the Province of Quebec, 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. You and Naked agree that if any portion of this Section is found illegal or unenforceable (except any portion of Section 13(e)), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 13(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 13(e) found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County and City of Los Angeles, California, United States of America, and you and Naked agree to submit to the personal jurisdiction of that court.

14. 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 13(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 13(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 obligations under these Terms.

15. 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.

16. Contact Us

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