TERMS AND CONDITIONS FOR THE ONLINE SALE OF GOODS AND SERVICES

 

Last Updated Date: July 21, 2023

 

1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

 

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

 

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.

 

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH FERAZ FEROZALI dba CHOMP DOWN DIETETICS (“Chomp Down Dietetics”), OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

 

2. Acceptance of Terms. These terms and conditions (these "Terms") apply to the purchase and sale of Products and Services through www.chompdowndietetics.mykajabi.com (the "Site"). These Terms are subject to change by Chomp Down Dietetics (referred to as “Company”, "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms prior to purchasing any product or services that are available through this Site.

 

Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.

 

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review the Site Privacy Policy before placing an order for products or services through this Site (see “Privacy” section below).

 

3. Products and Services. The products and services provided by the Company may include video and/or written electronic course packages and/or in-person and/or virtual tutoring services as provided in the purchase/check-out page of the Site (“Products and Services”). All such Products and Services are subject to the Terms of this Agreement, in addition to any other agreed upon terms made between you and the Company. The Company may from time to time, in its sole discretion, modify, update, alter, remove, add, and/or otherwise change the Products and Services offered on the Site by Company without notice to you.

 

4. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all Products and Services listed in your order. All orders must be accepted by us or we will not be obligated to sell the Products and Services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email.

 

5. Prices and Payment Terms.

 

(a)        All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for Products and Services will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling if applicable. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.  

 

(b)        We may offer from time-to-time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.

 

(c)        Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. You represent and warrant that (i) the credit card (or other payment type) information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card (or other payment type) for the purchase, (iii) charges incurred by you will be honored by your credit card company and/or bank, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order. You agree and authorize the Company to charge your designated payment type for the full purchase price of the Products and Services at the time of purchase.

 

(d)        If payments fail for any reason, you agree to resolve it immediately. If any failed payment is not corrected within 5 business days, access to any purchased Products and Services will be permanently revoked without prior notice to you.

 

(e)        You agree to not make any chargebacks to the Company’s account or cancel your credit card or billing method used without prior written consent of Company. In the event a chargeback or merchant dispute is commenced by you with your financial institution for the services received under which payment was owed and you are successful in recovering these funds, the Company may provide this contract to the financial institution as well as evidence of your receipt of services.

 

(f)        You agree to pay for any fees incurred by Company arising from and/or related to the recovery of payments under these Terms, including but not limited to, collection fees and attorneys’ fees. Company reserves the right to report any chargeback incident to credit reporting agencies as a delinquent account.

 

6. Shipments; Delivery.

 

• All Products and Services are electronically delivered via accessed through the Site and/or through an otherwise provided third-party platform.

 

• You agree to fill in the correct information requested in any user registration form(s) on the Site and/or applicable third-party platform. You will select a username and password during any user registration process and shall be responsible for: (a) all use of the Site and/or applicable third-party platform made by your username and password, and (b) maintaining the confidentiality of your username and password. Usernames and passwords may not be shared with any third parties.

 

• Products and Services purchased by you from the Company may be transmitted by the Company to you through the third-party platform, Kajabi, and/or any other third-party platform as determined by the Company in its sole discretion. The Company reserves the right to substitute service at any time, provided that it is of a comparable nature and value as determined by the Company. You acknowledge that access to purchased Products and Services is presently available to you through the third-party platform Kajabi, and/or other third-party platform provided by Company. The Company is not liable for any limitation of access to the Product caused by a third-party platform.

 

• In the event any materials are required to be physically shipped to you, you will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order.

 

7. Product Access. Your purchase of the product gives you access to courses which are deemed parts of a total package. The current number of courses that are part of the total package is seventeen (17). The Company may from time to time, in its sole discretion, modify, update, alter, remove, add, and/or otherwise change the number of courses that are part of the total package without notice to you.

 

You will have access to the entire package of courses for a period of six (6) weeks from your date of purchase (“Access Term”). Access to the entire package shall be immediately available and the Access Term shall run concurrently for the entire package (6 courses available for 6 weeks). At the end of the Access Term, your access to the product(s) will be revoked without notice to you.

 

8. Intellectual Property – Limited License and Restrictions.

 

• You acknowledges and agree that Company’s name, products, services, program, course materials, and any logos, designs, text, graphics, software, content, files, materials, social media accounts and content, and any other intellectual property (including but not limited to trademarks, service marks, copyright, etc., whether or not formally registered) rights contained therein, including without limitation, any copyrights, patents, trademarks, proprietary or other rights arising thereof, are owned by the Company or its affiliates, licensors, or suppliers. You acknowledge and agree that the source and object code of certain Products and Services, and the format, directories, queries, algorithms, structure, and organization of the same are intellectual property, proprietary, and confidential information of Company and its affiliates, licensors, or suppliers.

 

• You expressly agree not to do anything inconsistent with Company's ownership of all of the intellectual property discussed herein. You further agree that there are no rights, title, or interest in or to any Products and Services, except as stated in this Agreement. In addition, except as expressly set forth in this Agreement, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary rights of Company or any third party.

 

• Your purchase of the Products and Services grants to you a one-time, limited, revocable, nonexclusive, non-sublicensable, non-transferable license to use the Products and Services purchased by you, FOR YOUR PERSONAL, NON-COMMERCIAL USE ONLY (“License”). The License is revocable and is deemed to be automatically revoked at the end of the Access Term. The License does not grant you a license to sell, rent, copy, share or otherwise transmit or disseminate the product(s) or any materials provided in connection with any Company product(s), with anyone else for commercial or non-commercial use. Any content from the Company product(s) shall not be reproduced, republished, uploaded, posted, transmitted, distributed or publicly displayed in any manner without written permission from the Company.

 

• Any violation by you of the license provisions contained herein may result in immediate termination of your License to use Company Products and Services, and your access to such use may be revoked without notice provided to you. In the event of your violation of any of the license terms contained herein, Company may charge your payment method pursuant to the “Prices and Payment Terms” section of these Terms, to collect damages resulting from your improper use of the License. We reserve all rights, title and interests not expressly granted under this License to the fullest extent permitted under applicable laws.

 

 

9. Returns and Refunds. Given the electronic nature of the Products and Services, all Products and Services purchased on the Site is final sale, non-returnable and non-refundable under any circumstances.

 

10. Disclaimer of Warranty. ALL PRODUCTS AND SERVICES OFFERED ON THE SITE BY COMPANY ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY THAT THE PRODUCT(S) ARE COMPLETE, FREE FROM ERRORS OR OMISSIONS, ACCURATE, OR UP-TO-DATE AT ALL TIMES; (B) WARRANTY OF MERCHANTABILITY; (C) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

 

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

 

YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS.

 

11.  No Guarantee/Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH (i) ANY BREACH OF THESE TERMS; (ii) THE OUTCOME OF YOUR EXAM; (iii) YOUR USE AND/OR FAILURE TO USE THE PRODUCT(S); (iv) ANY ERRORS OR SYSTEM FAILURES IN THE USE OF THE PRODUCT(S); and (v) ANY OTHER MISUSE AND/OR FAILURE OF PERFORMANCE OF ANY KIND REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

 

YOU AGREE TO HOLD COMPANY, ITS OWNERS, SHAREHOLDERS, AFFILIATES, AND REPRESENTATIVES, HARMLESS FROM ANY DAMAGE, WHETHER TANGIBLE OR INTANGIBLE, THAT MAY HAPPEN TO YOU WHILE UTILIZING COMPANY PRODUCTS AND SERVICES. YOU AGREE THAT COMPANY OFFERS ITS PRODUCTS AND SERVICES WITH NO GUARANTEE OF RESULTS OF ANY KIND. YOU AGREE THAT ANY RESULTS THAT OCCUR DURING YOUR USE OF PRODUCTS AND SERVICES, WHETHER POSITIVE OR NEGATIVE, ARE THE EFFECTS OF YOUR OWN PERSONAL CHOICES.

 

YOU ACKNOWLEDGE THAT NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A PROMISE OR GUARANTEE FROM USING ANY PRODUCT(S) ON THE SITE AND THE COMPANY MAKES NO SUCH PROMISES OR GUARANTEES. YOUR USE OF THE COMPANY’S PRODUCTS IS AT YOUR OWN RISK AND IS FOR EDUCATIONAL PURPOSES ONLY. YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS NOT RESPONSIBLE FOR YOUR SUCCESS OR LACK THEREOF.

 

THE LIMITATION OF LIABILITY SET FORTH ABOVE SHALL: (I) APPLY TO THE EXTENT PERMITTED BY LAW AND (II) NOT APPLY TO LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

 

12. Indemnification. You acknowledge and agree to indemnify and hold the Company harmless, including costs and attorneys’ fees, from any claim or demand made against you related to, resulting from, and/or arising out of your use of Company Products and Services; your violation of the Terms; any misrepresentations made by you; any infringement of third party rights by you arising out of your use of Company Products and Services, such as any intellectual property or other rights of any person or entity arising out of or related to any Products and Services purchased by you in connection with Company Products and Services or offered by a third party through Company Products and Services.

 

13. Goods Not for Resale or Export. You represent and warrant that you are buying products or services from the Site for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for personal use and will not be shared with any third party or used for commercial purposes.

 

14. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, LINK PRIVACY POLICY PAGE HERE, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

 

15. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

 

16. Governing Law and Jurisdiction. The Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in Los Angeles County, California.

 

17. Dispute Resolution and Binding Arbitration.

 

YOU AND CHOMP DOWN DIETETICS ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.  ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

 

In case of a dispute between the parties of this Agreement relating to or arising out of this Agreement, the parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the “Governing Law and Jurisdiction” provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal laws as well as the laws of California. Each party shall pay their own costs and fees. Claims necessitating arbitration under this Section include, but are not limited to: contract claims, tort claims, claims based on federal and/or state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by Company will not be subject to arbitration and may, as an exception to this Section, be litigated. You, in agreement with this Section of this agreement, waive any rights you may have to a jury trial in regard to arbitral claims.

 

18. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent; provided, however, that Company may assign its rights or delegate its obligations, in whole or in part, without such consent and without prior written notice to you, to (a) one or more of its subsidiaries and/or affiliates, or (b) an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

 

19. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Chomp Down Dietetics.

 

20. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

 

21. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
22. No Warranties. No warranties are given or implied by this Agreement.

 

23. Representation. You represent and agree that you are over eighteen (18) years of age and may legally consent to and enter into this Agreement.

 

24. No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

 

25. Entire Agreement. Our order confirmation, these Terms, the license agreement relating to any Products and Services you obtain on or through this Site, our Website Terms of Use and the Site Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

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