Conditions and Terms
nutrifile Consumers
Effective Date: January 01, 2022
PLEASE CAREFULLY READ THE CONDITIONS AND TERMS. THE CONDITIONS AND TERMS (“AGREEMENT”) CONSTITUTES A BINDING LEGAL AGREEMENT BETWEEN NUTRIFILE, INC. (“NUTRIFILE,” “US,” “OUR” OR “WE,”) and YOU.
UNLESS YOU ARE A CONSUMER LIVING IN QUEBEC, SECTION L OF THE FOLLOWING AGREEMENT HAS PROVISIONS THAT DICTATE HOW CLAIMS WHICH WE AND YOU HAVE AGAINST EACH OTHER ARE SETTLED, INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS WHICH AROSE OR HAPPENED TO BE ASSERTED BEFORE THE DATE ON WHICH THIS AGREEMENT HAS BEEN MADE EFFECTIVE. SPECIFICALLY, SECTION L DETERMINES OUR MUTUAL ARBITRATION ARRANGEMENTS THAT WILL, WITH LIMITATIONS TO THE EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND WE TO BE SUBMITTED FOR FINAL AND BINDING ARBITRATION. PLEASE NOTE: (A) YOUR PURSUIT OF CLAIMS SHALL ONLY BE PERMITTED ON THE BASIS THAT YOU, ON AN INDIVIDUAL BASIS, SEEK RELIEF AGAINST US, AND THAT YOU ARE NOT A PLAINTIFF OR A CLASS MEMBER IN ANY CLASS, CLASS PROCEEDING, OR CLASS ACTION; AND (B) YOU ARE WAIVING ANY RIGHT TO SEEK VIA A COURT OF LAW (EXCEPTING LIMITED CIRCUMSTANCES, WHICH ARE DESCRIBED BELOW IN MORE DETAIL).YOUR RIGHT TO PARTICIPATE IN PROPOSED OR PENDING CLASS ACTION LITIGATION CAN BE AFFECTED BY THE MUTUAL ARBITRATION PROVISION. PLEASE REFER TO SECTION L TO UNDERSTAND MORE FULLY THE INFORMATION PERTAINING TO THIS MUTUAL ARBITRATION PROVISION, AS WELL AS THE POSSIBLE EFFECTS THEREIN INCLUDED.
A. Acceptance of the Agreement
The Company provides a connection to an online marketplace, using web and mobile technology that connects You with other finders, restaurants, supplement companies, vendors, and/or other businesses. The Company’s software allows finders to find and place orders for food and/or other goods from restaurants, supplement retailer, vendors, and businesses. Once orders are made, the Company’s software notifies restaurants, supplement retailers, vendors, and businesses that a sale opportunity is available and the software facilitates completion of the sale to the consumer. The Company is not a restaurant, supplement retailer, food preparation business, or delivery service.
If you access www.nutrifile.org, install or use any nutrifile software, or access any function, information, or service available and/or enabled by nutrifile (separately, a “Service”; all together, the “Services”), or register for a nutrifile account, you and any heirs, successors, and assigns (all together, “you” or “your”) by virtue of this represent and warrant that:
(1) you are legally old enough within the jurisdiction where you live to enter into a binding contract with nutrifile (the “Minimum Age”);
(2) you read and understood, and agreed to be bound by this Agreement; and
(3) you have the legal power to make the Agreement as an individual, and in the name of any organization for which you registered an account, and to bind that organization to the terms of the Agreement.
“User” and “Users” are terms that refer to any/all individuals and persons that access, use, or register accounts for the Services, including, without any limitation, any/all organizations that access, use, and/or register accounts for the Services through any representatives. If you dissent from being bound to the terms of the Agreement, you are not allowed to use or access nutrifile’s Services.
B. Change of Terms
nutrifile maintains the ability and right to change the conditions and terms of this Agreement and/or the policies of the Software and Services at any time, upon updating via posting a new version of the Agreement in the Services. You should review this Agreement periodically, because your subsequent use of the Services following any updates or modifications will be recognised as your agreement to the changes.
C. Additional Conditions and Terms
In accessing and/or using the Services, you consent to the terms and conditions of the Agreement and understand and accept the use, collection, and disclosure of your information as stated in nutrifile’s Privacy Policy, which is included in the Agreement by this reference. Current features of the Services may become subject to alteration by additional terms and/or conditions, which are incorporated here by reference to the extent that is allowed by the applicable law.
D. Restrictions and Rules
You agree to the following via the use of the Services:
(1) Your use of the Services will be only for lawful purposes; via your use of the Services, you will not send or store unlawful material or take any action for fraudulent or deceptive purposes; furthermore you will not act in ways that harm other nutrifile Users, nutrifile employees, as well as users and employees of other organizations on the platform, or persons in our community.
(2) Your use of the Services will be in line with applicable laws, which include trade secrets, copyrights, other intellectual property rights, and/or additional rights of third parties, such as personality, privacy or publicity rights.
(3) You will access the Services only with methods specifically determined by nutrifile.
(4) You may not use any User account other than your own, you may not impersonate any person, individual, or entity, or manipulate or forge headers or identifiers to hide or misrepresent the origin of any content conveyed via the Services.
(5) You will not cause annoyance, nuisance or inconvenience via your use of the Services.
(6) Your use of the Services, or any content available via the Services, will not permit any commercial purpose, such as and yet not limited to soliciting, selling to, advertising to, or contacting any Vendor, Business, Contractor, or user, unless given such written permission by nutrifile.
(7) You will not distribute or copy the Software or contents accessible via the Services, such as Vendor, Business, and Contractor menu and foot items information, content and reviews, in any media or format for republication.
(8) You will not directly or indirectly, compile any content visible via the Services unless for your own, noncommercial purposes.
(9) All information provided to us via your registration of an account, or via any other form of communication, is accurate ; changes to information as such will be promptly made known to us ; you will submit to us any proof of identity that we may request reasonably.
(10) You will secure and keep confidential all methods which allow you to access the Services, including your account password or any identification credentials provided to you by us.
(11) Your use of the Services and Software will be only for your personal use and will not be for any direct or indirect sale or resale, licensing or transfering of the Services, Software or content made visible via the Services to any third party.
(12) Your use of the Services will not be in any such way that could disable, damage, impair or overburden any nutrifile server, or any networks connected to nutrifile servers.
(13) You will not make attempts towards unauthorized access to any account, computer system, resource, the Services, and/or any network linked to any nutrifile server.
(14) You will not scan, probe, or test any system or network breach or vulnerability, or bypass any authentication or security measures nutrifile may utilize to restrict or prevent the use of or accessing of the Services or the content available via the Services.
(15) You will not access the nutrifile website manually or via any spider, robot, extraction software, web crawler, automated process, and/or device or method which can be used to monitor, frame, index, or scrape any part of the nutrifile website or content available on any part of the nutrifile website; you will not use any deep-link to interact with the nutrifile website.
(16) You will not retrieve any content or data systematically from the Services; you will not engage in the methods that would lead to such retrieval.
(17) You will not attempt to harm nutrifile, the Services, or other Users in any manner.
(18) You will notify us of any bugs, errors, or unauthorized access methods that you uncover via your use or accessing of the Services, you will also notify us of any breach of the intellectual property rights we own via your use or accessing of the Services.
(19) You will not exploit our credit code or promotional system, such as by redeeming several coupons simultaneously or via opening several accounts to take advantage of offers created for the benefit of first time users.
(20) You will not attempt any of the aforementioned.
E. Contractors and Merchants Are Independent
You agree and understand that nutrifile provides a technology platform which connects you with third party, independent food services businesses and others which provide the products available via the Services (“Vendors”). You agree and acknowledge that nutrifile does not itself prepare food or deliver it as part of the Services, and has no liability or responsibility for the omissions or acts of any Vendor or third party. Nutrifile is no retailer of any products available via the Vendors, nor is it a delivery business or carrier of any sort. nutrifile provides a platform which, via technology, facilitates the transfer of orders by Users to Vendors for delivery via the Vendor or pickup via the User. nutrifile will not guarantee or assess the legality, ability or suitability of any Vendor. You agree that nutrifile is not liable or responsible for the Vendor’s food preparation or food safety. nutrifile does not confirm Vendor’s compliance with regulations or applicable laws.
You agree and acknowledge that the products you purchase will solely be prepared by Vendors which you have selected, you agree that title to the products passes from the Vendor to you at the location of the Vendor, and that the transfer will be directed via your instructions to either pick up the products at the Vendor’s location or to have them delivered to your location by transportation services offered exclusively via the Vendor. You agree that nutrifile does not hold or acquire any ownership interest or title in any product which you order via the Services.
F. User Account
Registration may be required for an account in order to utilize parts of the Services. Information provided during the registration process, and at all other times, must be current, accurate, and complete. You are the single sanctioned user and owner of any account which you have created via the Services. You are singularly responsible for any and all activities that happen under your account or password. You agree to monitor your account for the sake of preventing use by minors, and you accept all responsibility for any kind of unauthorized use of your account or password. You will not authorize the use of your User status by others, and you will not transfer or assign your User account in any manner to another entity or person. In the case you suspect any unauthorized party to be using your account or password, you will notify nutrifile immediately. You may be responsible and/or liable - and nutrifile will not be responsible or liable - for damages, expenses, fees and losses incurred by a third party or nutrifile arising from the use of your account by someone else, regardless of whether we are notified by you of unauthorized use as such. If you provide non-current, inaccurate, incomplete or untrue information of any kind, or there are reasonable grounds for nutrifile for to suspect that any such information is non-current, inaccurate, incomplete or untrue, nutrifile maintains the right to terminate or suspend your account and to refuse any/all current or future use of any/all portion(s) the Services. You agree to not use the Services or to create an account if you have been removed or banned from using the Services by nutrifile previously.
G. User Content
(1) User Content.
Nutrifile may offer you interactive opportunities via the Services, which include, but are not limited to, the option to post User reviews and ratings (referred to as, “User Content”). You warrant and represent that you own, or have the authority to provide the User Content that you post, submit, and/or transmit via the Services. You hereby grant nutrifile an irrevocable, perpetual, fully paid, transferable, non-exclusive, royalty-free, fully sublicenzeable, world-wide license and right to display, copy, use, publish, modify, translate, publicly perform, remove, distribute, create derivative works and/or use the User content towards the benefit of nutrifile’s business and in any/all form(s) known or henceforth invented (“Uses”), without approval by and/or notification to you. You further grant nutrifile license to access and use, including and without lamination, your username, other User profile information, your ratings history, to attribute to you User Content in line with such Uses, without approval by or notification to you. You agree this license includes the authority for other Users to retrieve and utilize your User Content as part of their participation and access to the Services and as allowed via the features of the Services. The license bestowed to nutrifile herein will survive the termination of your account or the Services. nutrifile reserves via its sole discretion the right to disable access to or remove any User Content accessible via the Services, terminate or suspend our account at any instance, or follow up on any other relief or remedy available under law or equity if you post User Content which violates the Agreement or we, for any reason, consider to be objectionable. You agree that nutrifile may delete and/or monitor any User Content (yet does not assume this obligation) for whatever reason in nutrifile’s sole discretion. nutrifile may read, preserve, disclose, and access any information as nutrifile reasonably may believe is necessary to (i) satisfy governmental request, applicable law, legal process, regulation (ii) enforce the Agreement, which includes the investigation of any potential violations, (iii) prevent, detect, or otherwise address fraud, technical, or security issues, (iv) respond to requests for User support, or (v) protect the property, safety and/or rights of the Users, the public, and nutrifile.
(2) Suggestions.
You agree that the submission of any suggestions, proposals, and/or ideas to nutrifile via its feedback, suggestion, forum, wiki, or otherwise similar pages (“Suggestions”) is at your personal risk and that nutrifile does not have any obligations (including, but not limited to, duties of confidentiality) with regards to such suggestions. You warrant and represent that you have the rights necessary to express and submit the suggestions and you grant nutrifile a perpetual, fully paid, irrevocable, transferable, non-exclusive, royalty-free, fully sublicenzeable, worldwide license and right to display, copy, use, publish, modify, translate, publicly perform, remove, distribute, create derivative works and/or use such Suggestions.
(3) Reviews and Ratings.
To the extent which you are requested to rate submit reviews of Vendors or other businesses (“Reviews” and “Ratings”), such Reviews and Ratings fall under the definition of User Content and therefore subject to this Agreement. nutrifile does not endorse Reviews and Ratings, nor do Reviews and Ratings represent any views of nutrifile of any of its affiliates. nutrifile has no liability Reviews and Ratings or for any economic loss claims resulting from such Reviews and Ratings. With the intention of maintaining a high standard of integrity with regards to Reviews and Ratings posted or otherwise accessible via the Services, you agree that: (i) any Review or Rating submitted by you will be based on first-hand experience with the business or Vendor; (ii) you will not submit a Review or Rating for any business or Vendor for which you have an interest connected to an employment relationship, ownership stake, or any other affiliation or have any affiliation tied to any competitors of that company; (iii) you will not post any Review of Rating for free food items, payment, or any other benefit via a business or Vendor; and (iv) your Review or Ratings will comply with the terms listed in this Agreement. If nutrifile determines, via its own discretion, that any Review or Rating could take away from the integrity of the Reviews and Ratings or otherwise breaks this Agreement, nutrifile reserves the right to remove User Content such as this without notice.
H. Communications with nutrifile
By creating a nutrifile account, you agree, electronically, to receive and accept communications from nutrifile, third parties, or Vendors providing services to nutrifile including by email, calls, push notifications, and text messages to the mobile telephone number which you have provided to nutrifile. You agree and understand that your devices may receive communications created by automated telephone dialing technologies and/or which are intended to deliver prercorded messages transferred via or on the behalf of nutrifile, its affiliated organizations and/or persons, including without limitation communications regarding orders placed via your account and/or use of the Services. Data and message rates may be applicable. Should you not wish to receive text messages, emails or other communications related to promotions, you may change the notification preferences of your account by accessing the Settings section of your account.
I. E-SIGN Disclosure
By registering or creating a nurtifile account, you agree to and acknowledge the documentation of your agreement via electronic record. You are able to withdraw your consent to the use of such electronic record by emailing nutrifile at [email protected] with the subject line “Electronic Consent Revocation.”
To retain and view a copy of this specific disclosure, the following are required: (i) a printer or such device with such storage space and (ii) a device (mobile phone, computer) with internet access and a web browser. To receive a paper copy or to update the records we have pertaining to your contact information, email nutrifile at [email protected] with the new contact information and the address for delivery.
J. Intellectual Property Ownership
Solely nutrifile (and applicable licensors) will own all title, interest, and right, including all intellectual property rights related, to and in the Services and Software. This Agreement does not convey to the User, you, and ownership rights to or in the Services and Software, it does not convey to you any intellectual property rights owned by nutrifile. The nutrifile name, nutrifile logo, all nutrifile product names connected with the Services and Software are trademarks of nutrifile or third parties, and no license or right is granted for their use. You agree to not remove, obscure or alter any copyright, service mark, trademark or property rights notifications accompanying or incorporated in the Services or the Software.
K. Terms of Payment
(1) Prices.
You understand the following: (i) the prices for food products or other Vendor products displayed via the Services may be different from prices published or offered by Vendors for the same items and/or from the prices available via third-party websites which may list product prices lower than those offered via the Services ; (ii) nutrifile does not have the obligation to itemize its profits, margins, or costs when listing such prices; (iii) nutrifile maintains the right to change any and all prices at any and all times, via its discretion. You are liable, as a User, for any and all transaction taxes, such as harmonized sales/goods and services taxes, on the benefits provided from the use of the Services via this Agreement (excluding taxes connected to nutrifile’s income). Payment will be handled by nutrifile via the preferred method of payment selected in your account.
(2) No Refunds.
Charges which you will pay for delivered and completed orders are non-refundable and final. nutrifile is not obligated to provide credits or refunds, however via nutrifile’s sole discretion in each separate case, credits or refunds may be granted.
(3) Promotional Credits and Offers.
nutrifile, via its sole discretion, can offer promotional benefits with different rates and features to any User. These offers are bound to the terms within this agreement and may be only valid for particular Users such as indicated by the offer. You agree that such promotional offers: (i) may not be sold, duplicated, or transferred in any way, and unless expressly authorized by nutrifile, they may not be made publicly available ; (ii) can only be utilized by the audience for which it was intended, for the purpose intended, and in a manner that is fully lawful; (iii) cannot be redeemed or recouped for cash or any cash equivalent; (iv) are no longer valid for use after the indicated date within the offer or within nutrifile’s Terms and Conditions pertaining to Promotional Offers and Benefits. nutrifile maintains the right to deduct or withhold benefits or credits received via a promotion in the case that nutrifile believes or determines that such redemption of the promotion or any such receipt of the benefit or credit was fraudulent, illegal, in error, or made in violation of applicable terms in regards to the promotion or this Agreement. nutrifile maintains the right to cancel or modify any offer at any point in time. nutrifile’s Terms and Conditions pertaining to Promotional Offers and Benefits apply to all and any promotional offers. nutrifile can also offer voluntary, complimentary credits, which may be utilized for the Services. Any credit provided by nutrifile is valid for a period of 6 months from the date it was issued save to any extent disallowed under applicable law, such credits can not be exchanged or redeemed for cash equivalents or cash. Credits will be deducted from your account upon expiration. Credits which are expired will no longer be redeemable and thus cannot be utilized or spent towards any order.
(4) Fees for Services.
The fees of the Services may be changed by nutrifile as deemed appropriate or necessary for our business, this includes but is not limited to Service Fees, Delivery Fees, and Small Order Fees.
L. Dispute Resolution.
THE FOLLOWING PROVISION (SECTION L) IS NOT APPLICABLE WITH REGARDS TO CONSUMERS LIVING WITHIN THE PROVINCE, QUEBEC.
(1) Scope of Provision for Mutual Arbitration.
You agree to and understand that any claim or dispute linked in any manner to you as a User via your use or access of the Services, to any marketing or advertising communications regarding nutrifile or the Services, to services or products distributed or sold via the Services which you, as a User, received of the Services, or to any particular or facet of your transactions or relationship with nutrifile via your status as a User of the Services shall be resolved via binding arbitration, as opposed to in court, unless otherwise required by applicable law or as otherwise displayed within the “Mutual Arbitration Provision” of this Agreement. Either nutrifile or you can apply to a court with competent jurisdiction for preliminary or temporary injunctive relief on the basis that barring said relief such arbitration as provided within this paragraph can be rendered ineffectual.
CASES HAVE BEEN SUBMITTED AGAINST NUTRIFILE—OTHERS MAY BE SUBMITTED IN THE YEARS TO COME—WHICH ATTEMPT TO DECLARE CLASS ACTION CLAIMS; BY ACCEPTING THE MUTUAL ARBITRATION PROVISION IN THIS AGREEMENT YOU CHOOSE TO NOT PARTICIPATE IN CASES OF THIS NATURE.
SHOULD YOU ACCEPT ARBITRATION WITH NUTRIFILE, YOU ARE AGREEING TO NOT, CURRENTLY OR IN THE FUTURE, BE A PARTICIPANT OF OR SEEK THE RECOVERY OF MONETARY OR ANY OTHER RELIEF IN ANY COLLECTIVE, AND/OR REPRESENTATIVE, AND/OR CLASS ACTION OR LAWSUIT. BY ACCEPTING ARBITRATION, YOU AGREE TO BRING ANY/ALL OF YOUR CLAIMS AGAINST NUTRIFILE TO AN INDIVIDUAL PROCEEDING FOR ARBITRATION. SHOULD YOU BE SUCCESSFUL ON ANY CLAIMS AS SUCH, YOU CAN BE COMPENSATED WITH MONETARY OR OTHER RELIEF AS DETERMINED VIA AN ARBITRATOR.
(2) Informal Resolution.
You and nutrifile agree that informal efforts in good-faith to resolve can often result in a time-effective, mutually beneficial, low-cost outcome. You and nutrifile agree to, before demanding arbitration against one another, to personally, via videoconference or telephone, meet and confer in a well intended effort to resolve any claim informally by the Mutual Arbitration Provision. Should you be represented by counsel, they may participate with you in the conference, but you shall fully participate in such conference as well. Whichever party is initiating the claim must send notice to the receiving party in writing of his, her, or its intent to begin a conference for informal dispute resolution, which will occur within 60 days follow the date which the receiving party has been delivered such notice, unless a prolonging or extension is agreed upon mutually by all parties. To notify nutrifile that you wish to initiate a conference for informal dispute resolution, email [email protected], and provide your name, phone number connected to your nutrifile account (if there is one), the email connected to your nutrifile account, and the details of your claim. In the time between the reception of such notice by the receiving party and the date of the conference for informal dispute resolution, the parties will be free to try and resolve the claims of the initiating party. Participating in a conference for informal dispute resolution is a prerequisite that must be completed before beginning arbitration. Any filing fee deadlines and the statute of limitations will be tolled while all parties participate in the process for informal dispute resolution made necessary by this paragraph.
(3) Arbitration Forum and Rules.
The Mutual Arbitration Provision in this agreement is governed by whichever domestic arbitration act is effective in the province of your residence and by (https://adric.ca/case-administration-services/) the Arbitration Rules of ADR Institute of Canada, Inc. as applicable, in every respect except in any way expressly excluded by agreement herein. Before a party can begin any arbitration proceeding, the initiating party must send such notice of intent to begin arbitration and validate completion of the conference for informal dispute resolution set out in paragraph L (2). If this notice is to be sent to nutrifile, it has to be sent via email to that counsel which represented nutrifile in the conference for informal dispute resolution, if there was no counsel as such then via mail to nutrifile at 10 Brin Drive, Unit 26, Toronto, ON M8X0B3, Canada; and [email protected]. Arbitration demands must be filed via the (“ADRIC”) ADR Institute of Canda and will be sent in with accordance to the ADRIC Rules and will include: (i) the name, mailing address, e-mail address, and phone number of the arbitration-seeking party; (ii) a statement of all legal claims that are being asserted along with all factual bases of the claims; (iii) details of the remedy being sought and a good-faith, accurate calculation of the contested amount (no request for attorneys’ fees or injunctive relief shall count toward calculation for the contested amount unless injunctive relief as such seeks payment in money); and (iv) the signature of the arbitration-seeking party. Your arbitration demand has to be delivered to nutrifile at 10 Brin Drive, Unit 26, Toronto, ON M8X0B3, Canada and [email protected] as well. Expecting anything contrary to the ADRIC Rules, arbitration shall be received by a sole arbitrator (selected with regards to the ADRIC Rules), who will be a former judge or lawyer. The location of the arbitration will be in the capital city of your primary residence’s province, effective on and after the date of the Agreement. At your request, the hearing for arbitration can take place in a location within 45 kilometers away from your primary residence, effective on and after the date of the Agreement. All parties agree that arbitration can happen virtually, and also that the arbitrator has discretion to order such virtual arbitration via the request of any of the parties. Excepting when the applicable law states otherwise, you and nutrifile will pay equal parts of the filing fees, administrative costs, and other similar and usual costs which are common to administrative and court proceedings. nutrifile will pay additional costs particularly associated with arbitration, including such payment of the costs of the Arbitrator and the ADRIC, as well as rental fees for the room or technical provisions to support arbitration in a virtual manner. Fee schedules under ADRIC Rules can be found by following the link: https://adric.ca/case-administration-services/. Should ADRIC not be available to arbitrate, all parties will mutually choose another forum for arbitration.
(4) Arbitrator Powers.
The arbitrator only, and not any provincial or federal agency or court will have the sole authority to settle any dispute in relation to the interpretation, enforceability, formulation, or applicability of the Mutual Arbitration Provision within this Agreement, which includes without limitation, any claim which any part or all of the Provision for Mutual Arbitration is voidable or void. Disputes regarding payments towards the arbitrator or fees for the organization of the arbitration, which also includes the timing of payments and nonpayment remedies as such, will be determined solely via an arbitrator, not by a court. Arbitration will determine the liabilities and rights, if any, of nutrifile and you. Other than as specifically agreed to by reference to Section L of the Agreement, the arbitration shall not be joined with any separate or additional matters or parties or proceedings. The arbitrator can hear motions which aim for summary judgement and/or to dismiss and will apply such applicable rules and standards of appropriate civil procedure which govern these motions within the province that you reside in as of the date on which this Agreement is effective. Other than as specifically agreed to by reference to Section L, the appointed Arbitrator can award the remedies that a party is entitled to via applicable law as well as those that otherwise would be available within a court of law, but will not be authorized to bestow any remedies which would not be awarded in court for the same claims as presented in arbitration. The arbitrator will apply the provincial law of your residence as well as applicable Canadian law pertaining to that province, in a substantive manner, as of the date on which this Agreement is effective. The arbitrator shall issue a statement in writing of their decision, describing the necessary conclusions and findings upon which the decision for any award (or decision against such reward) is formulated, which shall include all calculations for any damages awarded. Only among the parties shall the award be binding, it will not have any preclusive effect towards any other proceeding or other arbitration involving a separate party. The decision of the arbitrator is binding and final on nutrifile and you.
The arbitrator can, as well, issue orders with the purpose of protecting the confidentiality of trade secrets, sensitive information, or other proprietary information. Subject to the Arbitrator’s discretion, or the parties’ agreement, any person with a direct interest in the results of the arbitration can attend the hearing. The arbitrator can exclude, via their discretion, any non-party from the hearing at any time.
(5) Waiver of Class and/or Consolidated Actions.
NUTRIFILE AND YOU AGREE TO RELINQUISH ANY RIGHT TO SETTLE CLAIMS WITHIN THE LIMITS OF THIS PROVISION FOR MUTUAL ARBITRATION ON A COLLECTIVE, REPRESENTATIVE, OR CLASS BASIS. ANY AND ALL DISPUTES AND CLAIMS WITHIN THE LIMITS OF THIS PROVISION FOR MUTUAL ARBITRATION MUST DETERMINED, VIA ARBITRATION, ON INDIVIDUAL GROUNDS AND NOT ON THE BASIS OF COLLECTIVE OR CLASS PROCEEDINGS OR ACTIONS. CLAIMS OF MULTIPLE CUSTOMERS OR USERS WILL NOT BE LITIGATED JOINTLY OR ARBITRATED OR CONSOLIDATED WITH CLAIMS OF ANY OTHER USER OR CUSTOMER (“Class Action Arbitration Waiver”). Despite any other clause this Agreement contains or ADRIC Rules, such claim or claims that all or any part of this Class Action Arbitration Waiver is unconscionable, void, voidable or unenforceable will be determined solely via a court of adequate jurisdiction and not by any arbitrator. In any such case in that (i) the dispute is in the form of a collective, representative, or class action and (ii) a final judicial decision is made that part or all of the Class Action Arbitration Waiver is unenforceable, the collective, representative and/or class action to such extent must be litigated within a civil court of adequate jurisdiction, but any portion of the Class Action Arbitration Waiver which is enforceable will be enforced via arbitration. Any disputes other than with respect to the enforceability, unconscionability, applicability, grounds for voiding or for being voidable, as they pertain to this Provision for Mutual Arbitration, will be determined solely via an arbitrator, they shall not be determined by any court. This provision is not able to prevent nutrifile or you from taking part in a class-wide claims settlement.
(6) No Effect on Independent Contractor/Vendor Agreement.
DESPITE ANYTHING CONTRARY TO THIS AGREEMENT, NOTHING WITHIN THIS AGREEMENT WILL SUPERSEDE, MODIFY, OR AMEND THE TERMS OF SEPARATE AGREEMENT(S) BETWEEN NUTRIFILE AND YOU IN RELATION TO YOUR JOB OR WORK AS AN INDEPENDENT CONTRACTOR, EMPLOYEE, OR VENDOR, INCLUDING WITHOUT LIMIT, ANY INDEPENDENT CONTRACTOR AND/OR VENDOR AGREEMENT WHICH GOVERNS YOUR SERVICES IN YOUR WORK AS A VENDOR OR CONTRACTOR.
(7) Survival.
This Provision for Mutual Arbitration shall survive and be applicable after any termination of any relationship you share with nutrifile.
(8) Modification.
Despite any contrary provision in this Agreement, we agree such that if nutrifile makes any future substantial change to this Provision for Mutual Arbitration, it shall not apply to any separate and/or individual claim(s) which you had beforehand provided notice of to nutrifile.
(9) Despite anything contrary in this Provision for Mutual Arbitration, nothing in this Provision for Mutual Arbitration disallows you from writing or expressing a report to and/or filing a claim, charge or application with applicable administrative or governmental agencies or tribunals, or from pursuing relief via consumer protection legislation as applicable, to and if the extent the terms which the applicable legislation determine you may do so and exclude beforehand the pre-dispute application of arbitration as a remedy. This Provision for Mutual Arbitration, furthermore, does not prevent provincial, local, or federal administrative agencies from making formal judgements on claims and awarding remedies appropriate to those claims if to and if the extent which the terms of the applicable legislation exclude beforehand the pre-dispute application of arbitration as a remedy. Nothing in this Provision for Mutual Arbitration excuses or prevents a party meeting any precedent conditions and/or applying all administrative remedies available via applicable legislation before conveying a notice requesting arbitration. Such disputes between the parties which can not be decided upon by pre-dispute arbitration, which includes cases determined as such by applicable legislation, are not encompassed in the scope of this Provision for Mutual Arbitration.
(10) This Provision for Mutual Arbitration is the complete and full agreement pertaining to the resolution of disputes, in a formal manner, covered by this Provision for Mutual Arbitration. Should any portion of this Provision for Mutual Arbitration be deemed unenforceable, the rest of this Provision for Mutual Arbitration will be enforceable. Any reward issued via the arbitrator can be entered into any court of adequate jurisdiction.
M. Third-Party Interactions
(1) Third-Party Websites, Advertisements and Applications.
Third-party websites (“Third-Party Websites”), advertisements (“Third-Party Advertisements”) as well as applications (“Third-Party Applications”) (together, “Third-Party Websites and Advertisements”) may be found in and linked to via the Services. When you access a link to any part of the Third-Party Websites and Advertisements, nutrifile will not give warning that you have navigated away from nutrifile’s Services or Website and will not give warning that you are beholden to the conditions and terms (and privacy policies) of a separate, other destination or website. Third-Party Websites & Advertisements as such are not within the control of nutrifile. nutrifile is not responsible or liable for any Third-Party Applications, Third-Party Advertisements, or Third-Party Websites. nutrifile does not monitor, review, endorse, warrant, approve, or make any representations or conditions with regards to Third-Party Websites and Advertisements as such, or their services or products. Your use of any/all links within the Third-Party Websites and Advertisements is upon your sole risk. It is advisable to review the applicable policies and terms, including data gatherin and privacy practices of any/all Third-Party Applications or Third-Party Websites, and perform whatever investigation you deem appropriate or necessary before continuing with any transaction in connection with any third party.
(2) App Stores.
You agree and acknowledge that the accessibility of the Application depends upon on the third party which granted you the Application license, for example, the app stores of Android or Apple iPhone (“App Store”). You agree and acknowledge that the Agreement is between nutrifile an you and not with you and the App Store. Only nutrifile, not any App Store, is singularly responsible for the Services and the Software, including the Services and the Application, the maintenance, content thereof, support services as well as warranty therefore, and response to any claims pertaining thereto (for example, legal compliance, intellectual property infringement or product liability). To use the Application, access to a wireless network is required for which you agree to pay all fees that pertain to such access (if any) which are charged via the App Store in relation with the Services or Application. You agree you will comply with, and that your license for the use of the Application remains conditioned on your compliance with, any/all of the applicable terms of the third-party’s agreement (for example, the policies and terms of the App Store) when using and accessing the Application. You warrant and represent that you do not reside in or are located within a country which is subject to any Canadian Government embargo or laws of a similar nature of other countries where they are applicable, or which has been designated via Canada or the U.S. Government a country which is “terrorist supporting”; you also warrant and represent that you are not on any Canadian or U.S. Government list restricted or prohibited parties. You agree and acknowledge that every App Store (and any affiliate of the App Store) is a deliberate third-party which will benefit via this Agreement and which has the power to enforce the conditions and terms of this Agreement.
N. Social Media Guidelines.
nutrifile maintains particular social media pages which are for nutrifile’s community benefit. By commenting, posting, or interacting any other manner with these social media pages, you acknowledge and agree to follow our [LINK: Social Media Community Guidelines]
O. Transactions Involving Alcohol
You may have options to pick up or order for delivery alcohol products in some places and via certain Vendors. If you place orders for pickup or receive delivery in any country, you agree to order alcohol products only if you are of legal age to do so in the relevant jurisdiction. You agree also that, upon delivery or pickup of products containing alcohol, you shall provide valid identification, issued by the appropriate government agency, proving that you are of legal age to the Contractor or Vendor delivering or awaiting your pickup of the alcohol products; also that the recipient shall not be intoxicated upon receiving delivery or making picking up such products. Should you order or pick up alcohol products, you acknowledge and understand that neither nutrifile nor the the Contractor or Vendor can agree to your order of any alcohol products, and that the order will only be made, for pickup or delivery, if the Vendor agrees to service your order. The Contractor or Vendor has the power to deny delivery should you be under the legal age required to buy alcohol products in the applicable jurisdiction, if you do not provide valid government-issued identification, if the name presented on your order is not the same name as the one on your identification, if delivery or pickup would otherwise be in breach of applicable laws, or if you are intoxicated to a visible extent. Should the Contractor or Vendor be unable to proceed with the completion of your order for any or more of such reasons, you are beholden to a $20 Canadian Dollar re-stocking fee which is non-refundable.
P. Indemnification
You agree to hold harmless and indemnify nutrifile and its directors, employees, agents, affiliates and officers (each referred to as an “Indemnified Party''), against and from any claims, costs, actions, damages, fines, penalties, expenses and losses, which include but are not limited to attorneys’ and legal expenses and fees, which can be run up by such an Indemnified Party resulting from, relating to, or arising out of (i) you misusing the Services or Software; (ii) any User Content related to you; (iii) you breaching this Agreement or the representations, warranties, conditions or covenants of this Agreement; (iv) you violating any applicable rules, regulations or laws related to or via your use of the Services or Software. Should any claim, suit, proceeding or allegation of any matter covered, even potentially so, by the agreements within this section, you agree that you will pay for the Indemnified Party’s defense, including reasonable expenses and attorney’s and legal fees pertaining to the Indemnified Party. nutrifile reserves the power, at its own expense, to take over the exclusive control and defense of any matter which in any other case can be subjected to indemnification by you, you shall cooperate with nutrifile in asserting the available defenses in such event(s). You are not required by this provision to indemnify or secure any Indemnified Party as such for any commercial practice which is unconscionable and is carried out by said party, or for said party’s fraud, false promise, negligence, misrepresentation, deception or omission, suppression or concealment of any substantial fact in relation to the Services or Software. You agree the provisions within this section shall survive any termination or suspension of your account, your ability to access the Services and Software, and this Agreement.
Q. Disclaimer of Warranties
YOU AGREE AND UNDERSTAND THAT TO ALL EXTENTS PERMITTED BY THE APPLICABLE LAW THAT IT IS FULLY AT YOUR OWN RISK UPON WHICH YOU USE THE SERVICES AND SOFTWARE. CHANGES ARE MADE PERIODICALLY TO THE SERVICES AND SOFTWARE, THESE CHANGES CAN BE MADE WITHOUT NOTICE AND AT ANY TIME. THE SERVICES AND SOFTWARE ARE MADE ACCESSIBLE “AS IS” WITHOUT CONDITIONS OR WARRANTIES, EITHER IMPLIED OR EXPRESS, INCLUDING WITHOUT LIMITATION, CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS PERTAINING TO A GENERAL OR SPECIFIC PURPOSE AND NON-INFRINGEMENT. NUTRIFILE MAKES NO CONDITIONS, WARRANTIES OR REPRESENTATIONS WHICH REFLECT THE RELIABILITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE CONTENT WHICH IS MADE AVAILABLE VIA THE SERVICES OR SOFTWARE OR THE SOFTWARE, SERVICES, LINKS, GRAPHICS OR TEXT.
NUTRIFILE DOES NOT WARRANT THE SERVICES OR SOFTWARE SHALL OPERATE ERROR-FREE, NEITHER DOES NUTRIFILE WARRANT THE SERVICES OR SOFTWARE ARE COMPLETELY FREE OF HARMFUL MALWARE, COMPUTER VIRUSES OR OTHER SIMILAR SECURITY RISKS. SHOULD YOUR USE OR ACCESS OF THE SERVICES AND SOFTWARE RESULT IN SUCH NEEDS AS THE REPLACING OR SERVICING OF DATA OR EQUIPMENT, NUTRIFILE WILL NOT BE HELD RESPONSIBLE FOR THE ASSOCIATED ECONOMIC COSTS.
R. Internet Delays
The Services and Software can be subject to delays, limitations, and other problems related to the use of electronic communications and the Internet. Except as expressed in nutrifile’s privacy policy or as in other cases required by the applicable law, nutrifile is not liable for any delivery or pickup failures, delays, loss, injury or damage resulting from these problems.
S. Breach And Limitation of Liability
(1) General.
You agree and understand that a central element of this Agreement and the Services is our and your shared wish for the Services to remain efficient and simple, as well as to provide the Services and Software at low costs. You agree to and understand the limitations on liabilities and remedies set forth in Section S so as to keep the Services and Software efficient and simple, and at low cost, for all users.
(2) Cap on Liability.
TO THE FURTHEST EXTENT ALLOWED BY APPLICABLE LAW NUTRIFILE’S TOTAL LIABILITY WILL NO EXCEED THE GREATER OF SUMS ACTUALLY DUE FROM AND/OR PAID BY YOU TO NUTRIFILE DURING THE SIX MONTH PERIOD PRECEDING THE EVENT WHICH GIVES RISE TO ANY SUCH CLAIM.
(3) Disclaimer of Certain Damages.
TO THE FURTHEST EXTENT ALLOWED BY APPLICABLE LAW NUTRIFILE WILL NOT BE LIABLE TO ANYONE, YOU INCLUDED, FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR DAMAGES OF ANY OTHER SORT, KIND OR TYPE (WHICH INCLUDE LOST PROFITS, EMOTIONAL DISTRESS, PAIN AND SUFFERING, PERSONAL INJURY AND LOSS OF REVENUE, ECONOMIC ADVANTAGE, AND/OR DATA).
T. Exclusive Venue
Other than where not allowed by applicable law (which can encompass the province, Quebec), to the limit the limits the parties are allowed via this Agreement to begin litigation in a court, you and nutrifile both agree that all disputes and claims relating to or arising out of the Agreement shall be exclusively litigated in the province or federal courts located in Ontario if you are citizen of Ontario and in the Canadian Provincial Court for the Province in which you are a resident if you are not a citizen of Ontario or resident thereof.
U. Termination
If you break this Agreement, nutrifile can respond on the basis of a number of factors which include, but are not limited to, the appallingness of your behaviour and actions as well as to whether a pattern is evident in such actions and behaviour.
Furthermore, at its own discretion, nutrifile can discontinue or modify the Service or Software, or can suspend, terminate, or modify any access you have to the Services or the Software, for any reason, without notice and without liability to any third party or to you. In addition to terminating or suspending any access you may have to the Service or Software, nutrifile reserves the power to take the necessary legal action, which includes but is not limited to, pursuing criminal, injunctive or civil redress. Even after any right you may have to use the Services or Software is terminated, the Agreement shall remain enforceable versus you. All the provisions which via their nature must be intact to substantiate those provisions will survive this Agreement’s termination.
V. Process for Submitting Copyright Infringement Claims.
It is the policy of nutrifile to terminate the privileges of membership of any User who, on multiple occasions, infringes copyright on prompt notification to nutrifile by the legal agent of the owner of the copyright or the owner of the copyright themselves. Without limitation to the foregoing, should you believe your work has been taken, copied and displayed onto the Services in any way which is a copyright infringement, immediately notify our Copyright Agent with such information as follows: (i) a physical or electronic signature of the individual given authority to act as the agent of the owner entitled to the referenced copyright interest; (ii) an account of the specific copyrighted work which you claim is subject to infringement; (iii) a description that locates on the Services the material which you claim is subject to infringement; (iv) your address, e-mail address, and telephone number; (e) a statement written by you expressing, in good faith, that you fully believe the disputed use has not been given such authorization as necessary by the law, the agent and/or owner of the copyright; and (v) an expressed statement by you, subject to the penalty of perjury, that you are the rightful owner of the copyright or an agent authorized to act on the behalf of the copyright owner, and that the information pertaining to the subjects above, as delivered via your notice, is fully accurate. Contact information for nutrifile’s Copyright Agent is the following: [email protected].
W. General
(1) No Partnership or Joint Venture.
No partnership, agency, or joint venture relationship exists between nutrifile, you, or any third party via the use of the Services or Software or via this Agreement.
(2) Choice of Law.
Other than where not allowed by applicable law (this may include the province, Quebec), the Agreement is subject to the laws of the Province of Ontario, without effect given to any principles which allow for such application of law pertaining to any other jurisdiction.
(3) Severability.
Other than as otherwise supplied in the Agreement, if a provision of the Agreement is deemed invalid, the invalidity of that provision will not influence the validity of any remaining provision(s) of the Agreement, which will stay in full effect and force.
(4) Consumer Complaints.
You may report concerns and complaints to Consumer Protection Ontario as under the Consumer Reporting Act.
(5) Downloading and Accessing the Application from Apple.
This section applies to any/all Application(s) accessed by or downloaded via Apple’s App Store (an “App Store Accessed Application”):
(i) You agree and acknowledge: (i-a) the agreement is decided between you and nutrifile only, not Apple; (i-b) nutrifile, not Apple, is singularly responsible for said App Store Accessed Application and its contents. Your use of said App Store Accessed Application must be in line with the Terms of Service provided by the App Store.
(ii) You agree that Apple does not have any obligation to furnish support and maintenance services regarding the App Store Accessed Application.
(iii) In any event of failure via the App Store Accessed Application to satisfy an applicable warranty, you can notify Apple, Apple will refund such purchase price, if applicable, for said App Store Accessed Application to you in the fullest extent allowed by the applicable law, Apple shall have no other obligation(s) as pertaining to warranties whatsoever in regards to the App Store Accessed Application. As between Apple and nutrifile, any other losses, damages, liabilities, expenses, costs, or claims attributable to a failure to satisfy any condition or warranty shall be the singular responsibility of nutrifile.
(iv) You and nutrifile acknowledge and agree that, between Apple and nutrifile, Apple is not liable for satisfying any claim you may have, or any claim a third party may have in connection with the App Store Accessed Application or your use and possession of said App Store Accessed Application, including without limitation: (iv-a) any claim about the App Store Accessed Application failing to satisfy any applicable regulatory or legal requirement; (iv-b) any product liability claim, and (iii) claims arising from consumer protection or legislation of a similar kind.
(v) You and nutrifile acknowledge and agree that, in any event that a third-party claims the App Store Accessed Application or your use or possession of said App Store Accessed Application infringes said third-party’s rights to their intellectual property, as between nutrifile and Apple, nutrifile, not Apple, shall be singularly responsible for the defense, investigation, discharge and settlement of such infringement of intellectual property rights to such extent as required by the Agreement.
(vi) You and nutrifile agree and acknowledge that Apple, as well as Apple’s subsidiaries, are related to this Agreement as third-party beneficiaries that this relation is tied to your license and access of the aforementioned App Store Sourced Application; upon your acceptance of this Agreement’s conditions and terms, Apple shall have the power (and shall be inferred to have agreed to accept the right) to apply the force of this Agreement as pertaining to your license and access of said App Store Accessed Application versus you in the manner of a third-party beneficiary.
(vii) Without limitation to any other terms in this Agreement, you are obligated to comply with all of the applicable third party conditions and terms of agreement whilst using or accessing the App Store Accessed Application.
(6) Notice.
Where nutrifile requires you to provide a contact e-mail address, you are liable for supplying nutrifile with your most up-to-date e-email address. In such event that the latest e-mail address you supplied to nutrifile is not active or valid, or for any such reason is not able to deliver to you the notices permitted or required via this Agreement, nutrifile’s dispatch of an e-mail which contains such notice shall be deemed as effective notice. You can give notice to nutrifile via the following e-mail address: [email protected] [NEED LINK] Notice such as this will be deemed as given on the following business day after the e-mail is received by nutrifile.
(7) Electronic Communications.
For the contractual reasons, you (i) agree to receive all/any communications from nutrifile in electronic form; (ii) acknowledge and agree that all conditions and terms, notices, communications, agreements, and other disclosures that nutrifile supplies to you electronically meet any legal requirements which such communications would meet if they were written. You agree to maintain current contact information, which includes a current e-mail address. This subsection will not affect any of your statutory rights.
(8) Transfer and Assignment.
The Agreement, and any license and rights provided hereunder, can not be assigned or transferred by you, but you can be assigned by nutrifile without restriction. Any such attempted assignment or transfer which violates this section and the Agreement will be void and null. The Agreement binds and brings into effect the benefit of each of the parties and the permitted assigns and successors of the parties.
(9) Entire Agreement.
The Agreement is the last, exclusive and complete agreement of all the parties with regards to the subjects expressed hereof, superseding and merging all prior discussions among the parties with regards to such subjects. Nonetheless, nothing in the Agreement will modify, amend, or supersede the terms and/or conditions of any unconnected and/or separate agreement(s) between nutrifile and you as pertaining to your work and obligations as an independent contractor, vendor or employee, which includes without limit, any Independent Vendor Agreement or Independent Contractor Agreement which governs your efforts as a Vendor or Contractor.
X. Contact Information
nutrifile welcomes your comments and/or questions regarding this Agreement: [email protected]