TERMS OF SERVICE
Effective as of August 21, 2017.
Welcome to SpoonfulOne, a BEFORE Brands, Inc. brand. BEFORE Brands, Inc. is referred to in these Terms of Service as “SpoonfulOne,” “we,” “us” or “our.”
SpoonfulOne is a health and wellness company that makes products (described below) available for purchase and provides related information and services through our website located at www.spoonfulone.com (the “Site” and, together with the information and services provided through the Site, the “Service”). Your use of the Site and the Service is subject to the following Terms of Service (as amended from time to time, these “Terms”). We reserve the right, in our sole discretion, to change or modify portions of these Terms at any time. If we do, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. We will also notify you, either through a notice on the Service, in an email or through other reasonable means, of any material changes to these Terms. Your continued use of the Service after the date of any such changes constitutes your acceptance of the revised Terms.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SPOONFULONE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
This section is a summary of the terms below. It is provided as an aid to your understanding – but be sure to read the entire Terms, because when you agree to it, you are indicating that you accept all of its terms, not just this summary:
- You must be over the age of majority (typically 18 or 21) in your jurisdiction to use the Service.
- In providing the Service, we are not providing medical advice.
- Content on the Service or the purchase of SpoonfulOne products is not a substitute for medical advice.
- Do not provide our products to your child if your child has food intolerances or food allergies.
- You should consult with your health care provider before adding any new food or supplement to your child’s diet.
- If you choose to order products through the Service, you will be asked to set up an account with subscription settings and will be charged for product orders on a recurring monthly basis until you pause or cancel your subscription, or terminate your account.
- When using or posting on the Service, please be honest and fair and don’t say or do anything illegal or in violation of these Terms.
- If you are under 13, you may not browse or use the Service.
- If you are 13 years old or older but under the age of majority in your jurisdiction, you may browse the Service as a visitor only with the approval of your parent or guardian. To the extent allowed by law, we disclaim liability for any content or materials of any third parties (including users or posters).
- The Service is provided on an “as is” and “as available” basis.
- You are responsible for your use or misuse of the Service.
- Our liability to you for any damages resulting from any matter relating to the Service is limited by these Terms.
- By agreeing to these Terms, you are waiving the right to participate in a class action and agree that any disputes between you and us will be resolved through arbitration, rather than in court.
The Service and Our Products; Access and Use of the Service
Service Description: SpoonfulOne operates the Service to provide information about SpoonfulOne and our products, which use a proprietary Early Adaptive Tolerance blend of whole food proteins and Vitamin D to support the well-being of healthy infants through immune system training (our “Products”), and to provide parents and other family members of young children with the ability to register for an account with SpoonfulOne to subscribe to order Products on a recurring monthly basis.
Product Information and Medical Disclaimer: Information presented on the Service is intended to impart general information about any current and possible future Product(s), which may be available in a variety of modalities and routes of administration. Discussion of possible future Products is not a guarantee that they will be commercialized or be available in the U.S. or any other particular country.
SpoonfulOne may also provide general information on the Service about healthy eating, nutrition and food allergies. This is not a substitute for medical information from your healthcare provider. SpoonfulOne is not engaged in rendering medical advice, counseling or other services. The information presented on the Service is not intended to diagnose, treat, cure or prevent any disease. The statements on the Service have not been evaluated by the FDA (The U.S. Food and Drug Administration). Information about structure/function claims about dietary supplements or information about other possible SpoonfulOne Products are not substitutes for a consultation with a healthcare provider.
You should consult your healthcare provider for any needed medical advice for your child, whether counseling or other services, and seek advice prior to undertaking a new diet for your child, including introducing new foods or using any product, including our Products. Content on the Service is for reference purposes and is not intended to substitute for advice given by a physician, nutritionist, pharmacist or other licensed healthcare professional.
Do not provide any SpoonfulOne Product(s) to your child if your child has food intolerances or food allergies. Never disregard professional medical advice or delay in seeking it because of something you have read on the Service.
While we work to ensure that Product information on the Service is up to date, on occasion manufacturers may alter their processing and manufacturing processes. Actual product packaging and materials may contain more and/or different information than that shown on the Service. We recommend that you do not solely rely on the information presented on the Service and that you always read labels, current warnings and directions before using or consuming, or permitting your child to use or consume, any Product(s).
You should not use this information for diagnosis or for treating a health condition or disease of your child. Contact your healthcare provider immediately if you suspect that your child has any medical condition.
If you are under 13 years old, you are not authorized to access or use the Service, with or without registering. You may register for an account with the Service if you are at or above the age of majority in your jurisdiction. If you are 13 years old or older but under the age of majority in your jurisdiction, you may browse the Service as a visitor only with the approval of your parent or guardian.
User Account, Password and Security: You are responsible for maintaining the confidentiality of your password and other account information, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify SpoonfulOne of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. SpoonfulOne will not be liable for any loss or damage arising from your failure to comply with this section.
Purchasing Products Through the Service:
Setting Up and Managing Your Subscription: Once you have registered for an account with the Service, you will be able to set up a continuous subscription to order Products from SpoonfulOne on a recurring monthly basis. If you decide to purchase Products through the Service, you will (a) select the Product(s) that you would like to order through the Service, (b) indicate the Product(s) to be delivered to your designated shipping address(es) through your account’s subscription settings and (c) provide information to our third-party payment processor regarding your credit card or other payment instrument. In setting up or managing your subscription with the Service, you represent, warrant and agree to provide true, accurate, current and complete information regarding your credit card or other payment instrument to our payment processor, and represent and warrant that you are authorized to use the credit card or other payment instrument. You further agree to promptly update your account information with any changes to your payment information (for example, a change in your billing address or credit card expiration date) that may occur. You will be charged the price listed for your initial order of Product(s) when you set up your subscription, and will be charged the prices listed for subsequent orders of Product(s), in each case including any taxes, shipping costs or related fees, on a monthly basis until you pause or cancel your subscription as described below or terminate your account. You hereby authorize us or our payment processor to charge your credit card or other payment instrument for your subscription as described above on a monthly basis. If you dispute any charges by SpoonfulOne, you must let us know within sixty (60) days (or the period allowed by law in your jurisdiction) after the date that SpoonfulOne charges you by contacting us at firstname.lastname@example.org or by calling 1-844-81 SPOON.
You may pause or cancel your subscription at any time by updating your subscription settings on the Service, or by emailing us at email@example.com. Please note, however, that any amounts charged to or paid by you prior to such pause or notice of cancellation will not be refunded, and a pause or cancellation may not impact an active order for Products for which you have already been charged. To avoid being charged for Products that you no longer wish to receive in the event of a subscription pause or cancellation, you must pause or cancel your subscription prior to the date when you are to be charged for your next order. If you have any questions about pausing or cancelling your subscription, please contact us at firstname.lastname@example.org or 1-844-81 SPOON.
Product Prices, Taxes and Related Costs: By setting up a subscription to order Products through the Service, you agree to the pricing and payment terms for such Products, as may be updated from time to time. You are also responsible for paying all taxes associated with Product purchases, other than U.S. taxes based on SpoonfulOne’s net income, and all shipping costs. If we change a Product’s price, we will provide notice of the changed price on the Service or in an email to you, at SpoonfulOne’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the changed price becomes effective constitutes your agreement to pay the changed price for the Product. If you do not agree to pay the changed price, you have the right to reject it by cancelling your subscription prior to the effective date of the price change.
Modifications to Service: SpoonfulOne reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof), with or without notice. You agree that SpoonfulOne will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that SpoonfulOne may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on SpoonfulOne’s servers on your behalf. You agree that SpoonfulOne has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that SpoonfulOne reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that SpoonfulOne reserves the right to change these general practices and limits at any time, in our sole discretion, with or without notice.
Mobile Services: The Service includes certain services that are available via a mobile device, including the ability to upload content (such as Product reviews) to the Service via a mobile device and the ability to browse the Service from a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. If you have provided your mobile telephone number to us in connection with your account and you change or deactivate that number, you agree to promptly update your SpoonfulOne account information to ensure that your current number is used in connection with any orders.
Conditions of Use
Your Conduct: You are solely responsible for all information, data, text, messages, code or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) to the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by SpoonfulOne. SpoonfulOne reserves the right to investigate and take appropriate legal action against anyone who, in SpoonfulOne’s sole discretion, violates this provision, including without limitation by removing the offending content from the Service, suspending or terminating the account of such violator and reporting the violator to the law enforcement authorities. You agree to not use the Service to:
- email or upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of SpoonfulOne, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose SpoonfulOne or our users or visitors to any harm or liability of any type;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- violate any applicable local, state, national or international law, or any regulations having the force of law;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- solicit personal information from anyone under the age of 18;
- harvest or collect email addresses or other contact information of other users or visitors from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
- further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
Special Notice for International Use; Export Controls: The technology and software underlying the Service (the “Software”) and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
Commercial Use Not Permitted: Unless otherwise expressly authorized in these Terms or on the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service or access to the Service. The Service is for your personal use.
Intellectual Property Rights
Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by SpoonfulOne, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own content that you legally upload to the Service. In connection with your use of the Service, you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by SpoonfulOne from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized in these Terms is strictly prohibited. The Software is the property of SpoonfulOne, our affiliates and our partners. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, or sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted in these Terms are reserved by SpoonfulOne.
The SpoonfulOne name and logos are trademarks and service marks of SpoonfulOne (collectively, the “SpoonfulOne Trademarks”). Other product and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners, who may or may not endorse or be affiliated with or connected to SpoonfulOne. Nothing in these Terms or the Service should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the SpoonfulOne Trademarks displayed on the Service without our prior written permission in each instance. All goodwill generated from the use of SpoonfulOne Trademarks will inure to our exclusive benefit.
Third-Party Material: To the extent allowed by law, SpoonfulOne disclaims liability for any content or materials of any third parties (including users or posters), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that SpoonfulOne, in our sole discretion, may or may not pre-screen content, and that SpoonfulOne and our designees will have the right (but not the obligation) in our or their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, SpoonfulOne and our designees will have the right to remove any content that violates these Terms or is deemed by SpoonfulOne, in our sole discretion, to be otherwise objectionable or unlawful. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness or usefulness of such content.
User Content Transmitted Through the Service: With respect to the content or other materials you upload to the Service or share with other users of or visitors to the Service, you represent and warrant that you own all right, title and interest in and to such content, including without limitation all copyrights and rights of publicity contained therein. You acknowledge that, to the extent that you include personal information in content, such personal information will be public, and we are not responsible for how others may use it. By uploading any content you hereby grant and will grant SpoonfulOne and our affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicenseable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your content in connection with the operation of the Service in any form, medium or technology now known or later developed.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”) provided by you to SpoonfulOne are non-confidential, and SpoonfulOne will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that SpoonfulOne may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property or personal safety of SpoonfulOne, our users and visitors and the public. You understand that the technical processing and transmission of the Service, including your content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
You may remove content that you have previously uploaded to the Service through your account settings. You may also request that we remove any content that you have uploaded to the Service and are unable to remove through your account settings by contacting us at email@example.com. You acknowledge and agree that some of your content may remain on our servers after it is removed from public view. You also understand that your content may remain on portions of the Service visible to others if it has been posted or reposted by other users.
Copyright Complaints: SpoonfulOne respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify SpoonfulOne of your infringement claim in accordance with the procedure set forth below.
SpoonfulOne will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to SpoonfulOne’s Copyright Agent at firstname.lastname@example.org (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:
1160 Chestnut Street, Menlo Park, CA 94025
To be effective, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
- your address, telephone number and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter-Notice: If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your content, you may send a written counter-notice containing the following information to the Copyright Agent:
- your physical or electronic signature;
- identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- your name, address, telephone number and email address, a statement that you consent to the jurisdiction of the federal court located within the Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, SpoonfulOne will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, SpoonfulOne has adopted a policy of terminating, in appropriate circumstances and at SpoonfulOne's sole discretion, the accounts of or access by users who are deemed to be repeat infringers. SpoonfulOne may also at our sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Integrated Third-Party Services
In addition, SpoonfulOne is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Integrated Services. As such, SpoonfulOne is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Integrated Services. SpoonfulOne enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation of any Integrated Services.
Indemnity and Release
You agree to release, indemnify and hold SpoonfulOne and our affiliates and our and their officers, employees, directors and agents (each such party, an “Indemnified Party”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any content, your connection to the Service, your violation of these Terms or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnified Party from or against any liability, losses, damages, expenses or costs incurred as a result of any action or inaction of such Indemnified Party.
If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”If you are a resident of another jurisdiction, you waive any comparable statute or doctrine to the extent permitted under applicable law.
IF YOU ARE A USER OR VISITOR FROM NEW JERSEY, THE FOREGOING INDEMNITY AND RELEASE ARE INTENDED TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY (OR ANY OTHER APPLICABLE JURISDICTION). IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY (OR ANY OTHER APPLICABLE JURISDICTION), THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SPOONFULONE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
SPOONFULONE MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SPOONFULONE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SPOONFULONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL SPOONFULONE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SPOONFULONE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH IN THE SECTIONS ABOVE TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” MAY NOT APPLY TO OR BE ENFORCEABLE WITH RESPECT TO USERS OR VISITORS FROM SUCH JURISDICTIONS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER OR VISITOR FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY (OR ANY OTHER APPLICABLE JURISDICTION). IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY (OR ANY OTHER APPLICABLE JURISDICTION), THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Waiver of Jury Trial; Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
c) Pre-Arbitration Dispute Resolution: SpoonfulOne is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to SpoonfulOne should be sent to SpoonfulOne c/o BEFORE Brands, Inc., Attention: Legal, 1160 Chestnut Street, Menlo Park, CA 94025 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If SpoonfulOne and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or SpoonfulOne may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by SpoonfulOne or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or SpoonfulOne is entitled.
d) Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
e) Costs of Arbitration: Payment of all filing, administration and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, SpoonfulOne will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, SpoonfulOne will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, SpoonfulOne will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
f) Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
g) Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void. The remainder of these Terms will continue to apply.
h) Future Changes to Arbitration Agreement: Notwithstanding any provision in these Terms to the contrary, SpoonfulOne agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of or visitor to the Service, you may reject any such change by sending SpoonfulOne written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms ).
You agree that SpoonfulOne, in our sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if SpoonfulOne believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. SpoonfulOne may also in our sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms may be effected without prior notice, and acknowledge and agree that SpoonfulOne may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that SpoonfulOne will not be liable to you or any third party for any termination of your access to the Service.
You may terminate your account at any time and for any reason by notifying us via email at firstname.lastname@example.org. You understand that your content may remain on the Service at SpoonfulOne’s discretion following the termination of your account unless you expressly request the removal of your content by contacting us at email@example.com.
You agree that you are solely responsible for your interactions with any other user in connection with the Service and SpoonfulOne will have no liability or responsibility with respect thereto. SpoonfulOne reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
These Terms and the additional terms referenced in these Terms constitute the entire agreement between you and SpoonfulOne and govern your use of the Service, superseding any prior agreements between you and SpoonfulOne with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third-party software. These Terms will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and SpoonfulOne agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within or closest to San Mateo County, California. The failure of SpoonfulOne to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms without the prior written consent of SpoonfulOne, but SpoonfulOne may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you regarding the Service, including changes to these Terms, may be made via either email or displaying notices or links to notices generally on the Service.
Notice to California Users
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at:
c/o BEFORE Brands, Inc.
1160 Chestnut Street
Menlo Park, CA 94025
Questions? Concerns? Suggestions?
Please contact us at firstname.lastname@example.org to report any violations of these Terms or to pose any questions regarding these Terms or the Service.