THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND CELLNOVIS LLC (“ORGANIZATION”). BY CLICKING ON THE “PURCHASE” BUTTON AND COMPLETING YOUR ORDER OF CELLNOVIS LLC PRODUCTS (“PRODUCTS”), YOU ARE AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE “PURCHASE” BUTTON AND ABANDON YOUR PURCHASE OF PRODUCTS.
TERMS OF USE: The Terms of Use for our website located at URL https://cellnovis.com (“Home Page”) and all subsidiary pages (collectively “Site”) under the cellnovis.com domain are expressly incorporated into this Agreement by this reference.
ONLINE STORE: This Agreement covers the terms of our sale and your purchase of Products through our Online Store at www.cellnovis.com/shop (“Online Store” and with the Home Page and the Site, the “Website”).
CREDENTIALS: You are solely responsible for the supervision, management, and control of your login credentials. CELLNOVIS LLC DOES NOT PROTECT YOU FROM UNAUTHORIZED USE OF YOUR CREDENTIALS. Any person using your login credentials is conclusively deemed to have actual authority to engage in transactions in the Online Store, and, accordingly, all sales of Products made by a person using your credential are hereby authorized by you. You shall immediately notify CellNovis LLC if you become aware of any unauthorized use of your credentials and we will thereafter suspend your account as soon as possible so you can a) reset your password or b) create a new account.
PURCHASES: You are responsible for all Product purchases and amounts due under your login credentials. You are responsible for paying in full the purchase price for Products, the shipping and handling charges, and any taxes due as more fully set forth in your Online Store order.
SHIPPING AND HANDLING: We will ship the Products to the address you enter in our Online Store order form using the shipping method you select (or a better/faster one, at our discretion). All Products ordered by you shall be packed in accordance with our standard practices. We will not accept and cannot accommodate any special requests for custom containers, packing, crating, boxing, or bundling.
RISK OF LOSS. For all Products shipped you shall bear the risk of loss upon our delivery of the Products to the common carrier at our shipping location. Any claims for loss, shortage, or damage to the Products arising following our delivery to the common carrier should be submitted to the common carrier.
PAYMENTS. You hereby authorize CellNovis LLC to charge the full purchase price for Products and the shipping and handling charges and taxes due as more fully set forth in your Online Store order to the credit card or bank account you provided for to the order. You assume all responsibility for notifying us of changes in credit card numbers and/or expiration dates or in any change in status of the applicable bank account, as the case may be. If your credit card is denied when charged or if an ACH or other debit to the depositary account is rejected, we may charge and collect from you a “bad account” fee of twenty-five ($25.00) dollars for any declined or rejected transaction. You shall additionally be responsible for and shall immediately pay us, on demand, any payments that are made to us that are subject to a subsequent reversal. Questions regarding charges must be brought to the attention of CellNovis LLC’s billing department within 60 days after the end of the questioned billing period. Charges beyond 60 days old are not subject to review, reversal, or refund. YOU HEREBY REPRESENT AND WARRANT THAT (I) THE CREDIT CARD, DEBIT CARD, OR BANK ACCOUNT INFORMATION SUPPLIED TO CELLNOVIS LLC IS TRUE, CORRECT, AND COMPLETE; (II) THE AMOUNTS DUE FROM YOU WILL BE HONORED BY YOUR BANK OR CREDIT CARD COMPANY, AND (III) YOU SHALL PAY FOR ALL YOUR PURCHASES ON THE ONLINE STORE AT THE PRICES IN EFFECT AT THE TIME INCURRED. You remain solely responsible to pay for Product purchases following declination of your credit card, ACH transaction, or otherwise.
TAX: You shall be responsible for all sales, use, and other taxes and all applicable duties, levies, and export fees and similar charges imposed by any federal, state, or local government entity with respect to your purchases of Products and authorize us to charge such due amounts in addition to the amounts set forth above.
PRODUCT WARRANTY: CellNovis LLC hereby represents and warrants (the “Limited Warranty”) that the Products shall conform to their applicable FDA food label and be fit for human consumption for the period of 60 days from purchase date of Product (as applicable, the “Warranty Period”). CELLNOVIS LLC HEREBY DISCLAIMS ALL OTHER WARRANTIES REGARDING THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
LIMITED LIABILITY: CELLNOVIS LLC’S LIABILITY TO YOU IS LIMITED. CellNovis LLC will, as its sole liability and as your sole remedy for such failure, replace or refund the full purchase price of any Product that fails to meet the Limited Warranty during the applicable Warranty Period, as long as is unopened and not used. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CELLNOVIS LLC BE LIABLE FOR ANY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH ANY BREACH OF THE LIMITED WARRANTY AND THE REPLACEMENT OR REFUND OF THE PURCHASE PRICE PAID FOR ANY PRODUCT SHALL BE YOUR SOLE REMEDY FOR ANY SUCH FAILURE AND CELLNOVIS LLC’S SOLE LIABILITY IN SUCH EVENT.
SEVERABILITY; WAIVER: If, for whatever reason, a court of competent jurisdiction finds any term or condition in this Agreement to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
TRADEMARKS: All names, logos and marks appearing in this site, except as otherwise noted, are trademarks (service marks) owned or used under license by us or our affiliates where they market products and services bearing such trademarks, or are a “fair use” of others’ marks or copyright materials. The unlawful use or misuse of marks, copyright materials or any other content on this site, except as provided in these terms and conditions or in the site content, is strictly prohibited. By entering this site, you agree to respect the trademark, copyright and other protected intellectual property posted on this site or sites connected to it.
TESTIMONIALS: Any Testimonials referred to in this web site were volunteered by the makers without any payment exchanged. The results referred to in Testimonials may not be typical and others’ results may vary.
THIRD-PARTY STATEMENTS: Any third-party materials to which links or reference on this site could point to, or which may be accessible through these sites, are the sole responsibility of those posting such materials; this site and its affiliates do not endorse or adopt any information or claims contained in such third-party sites.
ACCURACY: Additionally, the Organization does not assume any legal liability for the accuracy, completeness, or usefulness of any information, product, or process disclosed herein nor freedom from computer virus, and does not represent that use of such information, product, or process would not infringe on privately owned rights.
DISPUTE RESOLUTION: In the event that there is a dispute, claim, or controversy between you and us, or between you and any other third-party service provider acting on our behalf to transmit the mobile or electronic messages within the scope of our programs, arising out of or relating to federal or state statutory claims, common law claims, this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim, or controversy will be, to the fullest extent permitted by law, determined by arbitration in Clearwater, Florida before one arbitrator. The parties agree to submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. Except as otherwise provided herein, the arbitrator shall apply the substantive laws of the U.S. District Court for the Southern District of Florida, without regard to its conflict of laws rules. Within ten (10) calendar days after the arbitration demand is served upon a party, the parties must jointly select an arbitrator with at least five (5) years’ experience in that capacity and who has knowledge of and experience with the subject matter of the dispute. If the parties do not agree on an arbitrator within ten (10) calendar days, a party may petition the AAA to appoint an arbitrator, who must satisfy the same experience requirement. In the event of a dispute, the arbitrator shall decide the enforceability and interpretation of this arbitration agreement in accordance with the Federal Arbitration Act (“FAA”). The parties also agree that the AAA’s rules governing Emergency Measures of Protection shall apply in lieu of seeking emergency injunctive relief from a court. The decision of the arbitrator shall be final and binding, and no party shall have rights of appeal except for those provided in Section 10 of the FAA. Each party shall bear its share of the fees paid for the arbitrator and the administration of the arbitration; however, the arbitrator shall have the power to order one party to pay all or any portion of such fees as part of a well-reasoned decision. The parties agree that the arbitrator shall have the authority to award attorneys’ fees only to the extent expressly authorized by statute or contract. The arbitrator shall have no authority to award punitive damages and each party hereby waives any right to seek or recover punitive damages with respect to any dispute resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. If any term or provision of this Section is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Section or invalidate or render unenforceable such term or provision in any other jurisdiction. If for any reason a dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial. This arbitration provision shall survive any cancellation or termination of your agreement to participate in any of our Programs.
DISCLAIMERS: The dietary products may not have undergone evaluation and/or testing by the United States Food and Drug Administration. Our recommendation of these products is not designed to treat, prevent or cure medical diseases. Before undertaking any recommendations or changes in diet or exercise within consult with your physician. We do not diagnose or treat medical ailments or diseases. The health suggestions and opinions expressed in this website are just suggestions and opinions. These are not offered to diagnose or prescribe for medical or psychological conditions nor to claim to prevent, treat, mitigate or cure such conditions, nor to make recommendations for treatment of disease or to provide diagnosis, care, treatment or rehabilitation of individuals, or apply medical, mental health or human development principles. Therefore, if you are ill, have any disease, are pregnant, or just improving your health, we are required to tell you to consult a medical doctor for medical advice, treatment and services. We do not offer products or services for the purpose of diagnosis, prescription for, treatment of, or claims to prevent, mitigate or cure any disease, medical or psychological condition. The statements made on this web site have not been evaluated by the FDA or any other governmental authority. We provide products privately, with the recipient’s informed consent only. The dietary and other substances, and/or materials, equipment or devices, discussed on this site may not have undergone evaluation and/or testing by the FDA or similar agency of any other country. Risks that might be determined by such testing are unknown. As these substances are dietary supplements, they are not intended to diagnose, treat, cure or prevent any disease. In some jurisdictions, some of these may be considered prescription drugs, controlled or contraband substances or medical devices. Since the information published on the web site is accessible to anyone throughout the world, the site does not give legal, nutritional or medical advice that may apply to any particular consumer. Consumers are cautioned to check with local, regional legal counsel and/or health care professional(s) before making any purchases of membership, products and/or services on the site. This information is not intended to diagnose or prescribe for medical or psychological conditions, nor does it claim to prevent, treat, mitigate or cure such conditions by standard medical means. We do not provide diagnosis, care, treatment or rehabilitation of individuals, nor apply medical, mental health or human development principles. If the products are of benefit to customers, such benefit is derived from their formulae and not any drug action claim. Insofar as the Organization is a private association, this web site is an “Expressive Association” that is the expression of the association’s beliefs through its internal decisions and activities. If you purchase any services or products through the web site, you acknowledge that you have done so with informed consent and you hereby Privately License the provider to provide such products or services. To the best knowledge of the Organization, food products offered (including Dietary Supplements) comply with the – Food Allergen Labeling and Consumer Protection Act of 2004 (Title II of Public Law 108-282). This Organization is in compliance with the terms of the Dietary Supplement and Non-Prescription Drug Consumer Protection Act of 2006 and will make all required Adverse Event Reports (AER).
GENERAL: You may not assign this Agreement without the prior written consent of CellNovis LLC, but CellNovis LLC may assign or transfer this Agreement, in whole or in part, without restriction. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. CellNovis LLC may also provide notices to you of changes to this Agreement or other matters by displaying notices or links to notices generally on the Website. This Agreement, including the Terms of Use, constitutes the entire agreement between you and CellNovis LLC regarding the subject matter hereof.
MODIFICATIONS: CellNovis LLC may, in its sole discretion and without prior notice, (a) revise this Agreement; (b) modify the ingredients of any Products; and (c) discontinue the Website or any Products at any time. CellNovis LLC shall post any revision to this Agreement to the Website, and the revision shall be effective immediately on such posting. You agree to review this Agreement and other online policies posted on the Website periodically to be aware of any revisions. You agree that, by continuing to use or access the Website following notice of any revision, you shall abide by any such revision.
ACKNOWLEDGEMENT. BY CLICKING ON THE “PURCHASE” BUTTON AND COMPLETING YOUR PURCHASE IN OUR ONLINE STORE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND AGREE ENTER INTO AND BE BOUND BY IT.
