Effective date: August 1, 2018
NuYugen LTD, is committed to producing and maintaining the highest quality products and the utmost integrity in business practices. Notice: The products and information found on www.NuYugen.com are not intended to replace professional medical advice or treatment. These statements have not been evaluated by the Food and Drug Administration (FDA). Our health and/or dietary supplements are not intended to diagnose, treat, cure or prevent any disease or medical condition. Individual results may vary. NuYugen LTD, strongly encourages you to seek the advice of a qualified professional for any health concern or problem you may have, and to share with your provider any information pertaining to your health and well-being, including the use of health and/or dietary supplements.
Agreement Between Site User and NuYugen LTD
The NuYugen website: www.NuYugen.com (hereinafter “Website”) is comprised of various Web pages operated by NuYugen, who maintains this Website as a service to those users who are interested in NuYugen products. The NuYugen Website is intended to be informative, and access to this Website is expressly and solely governed by the terms and conditions set forth herein and all applicable laws. The NuYugen Website is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the NuYugen Website constitutes your agreement to all such terms, conditions, and notices. You acknowledge and agree that all content and material on this Website, including but not limited to, text and images, is protected by copyrights, trademarks, service marks or other intellectual property rights and laws. Except as expressly authorized in writing by NuYugen, you agree not to sell, license, rent, modify, distribute, copy, reproduce, or transmit materials or content from the NuYugen Website.
By downloading, accessing, or using the NuYugen Electronic Platforms, you also represent that you are at least 18 years old, are legally able to contract or you are at least the minimum legal age to enter into an enforceable contract in the jurisdiction in which you are using the NuYugen Electronic Platforms. In addition, when you use any future version of the NuYugen Electronic Platforms or any changes made a part of any current version, you acknowledge and agree that you also will remain subject to this Agreement (as amended). Please print a current copy of this Agreement for your records.
Please also note that NuYugen reserves the right to change the terms and conditions of this Agreement by posting a revised Agreement or mailing and/or e-mailing notice thereof to you. Your continued use of the NuYugen Electronic Platforms following any announced change will be conclusively deemed acceptance of any change to the terms and conditions of this Agreement. Accordingly, please review the Agreement found at this location on a periodic basis.
NuYugen™, Soulera® and all other names, logos, and icons identifying NuYugen and its programs, products, and services, including any logos, page headers, icons, designs, or trade dress and whether not appearing in large print or with an accompanying symbol, are proprietary trademarks of NuYugen and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. Other product and company names mentioned herein may be the trademarks and/or service marks of their respective owners. Any use of such marks without the express prior written permission of NuYugen is strictly prohibited, and nothing stated or implied on the NuYugen Electronic Platforms, or this Agreement, confers on you any license or right under any trademark of NuYugen or any third party.
The NuYugen Electronic Platforms are Copyright © 2018 NuYugen LTD and/or its licensors. All rights reserved. All text, images, photographs, graphics, user interface, and other content provided on the NuYugen Electronic Platforms, the “look and feel” of such content, and the selection, coordination, and arrangement of such content, are owned by NuYugen or its third-party licensors to the full extent provided under the United States Copyright Act and all international copyright laws. NuYugen also holds rights in the contents on the NuYugen Electronic Platforms as a compilation or collective work. Any downloadable or printable programs, information, or materials available through the NuYugen Electronic Platforms and all intellectual property and/or proprietary rights related thereto, unless otherwise expressly indicated in writing, are owned exclusively by NuYugen and/or its licensors or suppliers.
Nothing stated or implied on the NuYugen Electronic Platforms confers on you any further license or right under any copyright of NuYugen or any third party. The NuYugen Electronic Platforms and the information contained in reference herein are for your personal, non-commercial use only. Except as otherwise specifically permitted herein, you shall not broadcast, duplicate, copy, reproduce, edit, manipulate, modify, publish, rent, sell, publicly display, perform, distribute, transmit, or circulate to anyone the contents of the NuYugen Electronic Platforms, or use the contents of the NuYugen Electronic Platforms in litigation, or for any commercial or promotional purposes, without the express written consent of NuYugen or its lawful successors and assigns. For usage permission beyond what is set forth herein, please contact us.
Notice of Copyright Infringement
NuYugen respects the intellectual property of others. When we become aware of allegations of copyright infringement in material distributed through the NuYugen Electronic Platforms, we will investigate the allegations and take appropriate action. This responsive action can include, without limitation and particularly in the case of individuals who repeatedly infringe the copyrights of others, termination of access privileges.
You acknowledge that you may be liable for damages, including attorneys’ fees and costs, if you materially misrepresent that a work or activity is infringing your rights. If NuYugen terminates or suspends a user’s access to or use of the NuYugen Electronic Platforms, NuYugen will make a good-faith attempt (as warranted) to contact the person who posted the content so that they may make counter notification pursuant to applicable laws. It is NuYugen’ policy to document all notices of alleged infringement upon which NuYugen decides to take action. As with all legal notices, a copy of the notice may be sent to one or more third parties who may make such notice available to the public, including as a part of legal proceedings.
If you believe that your work has been copied and is accessible on the NuYugen Electronic Platforms in a way that constitutes copyright infringement, please provide NuYugen’ Copyright Agent with the following information:
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the allegedly infringing material on the NuYugen Electronic Platforms that is requested to be removed;
- Your name, address, and daytime telephone number, and an e-mail address if available, so that NuYugen may contact you, if necessary;
- A statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed, and
- An electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.
NuYugen’ Copyright Agent for notice of claims of copyright infringement on the NuYugen Electronic Platforms is NuYugen’ General Counsel, who can be reached as follows:
NuYugen LTD 1520 Creditstone Rd, Concord Ontario Canada L4K M2W
Attn.: General Counsel
Counter notification, as permitted by applicable law, may be sent to NuYugen’ Copyright Agent. All counter notifications must include responsive information to what is set forth above, including any required statements or signatures.
License and Access to NuYugen Electronic Platforms
NuYugen grants you a limited, nonexclusive and revocable license to access and make personal use of the NuYugen Electronic Platforms and not to download (other than browser-required page caching) or modify the NuYugen Electronic Platforms, or any portion of them, except with express written consent of NuYugen. Accordingly, you expressly acknowledge and agree that NuYugen transfers no ownership or intellectual property interest or title in and to the NuYugen Electronic Platforms (or any part thereof) to you or anyone else. You may print and download materials and information from the NuYugen Electronic Platforms solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. But, this license does not include any resale or commercial use of the NuYugen Electronic Platforms or their contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the NuYugen Electronic Platforms or their contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, spiders or similar data gathering and extraction tools.
The content layout, formatting, and features of and access privileges for the NuYugen Electronic Platforms shall be as specified by NuYugen in its sole discretion. You also acknowledge and agree to the following: (i) NuYugen has the right to control and direct the means, manner, and method by which the NuYugen Electronic Platforms are provided; (ii) NuYugen may, from time-to-time engage independent contractors, consultants, or subcontractors to aid NuYugen in providing the NuYugen Electronic Platforms or use thereof; and (iii) NuYugen has the right to provide the NuYugen Electronic Platforms to others.
Notwithstanding the license grant herein, neither the NuYugen Electronic Platforms nor any portion thereof may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of NuYugen. You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of NuYugen and our affiliates without express written consent. In addition, you may not use metatags or any other hidden text using NuYugen’ name or trademarks without the express written consent of NuYugen. Any unauthorized use terminates the permission or license granted by NuYugen. You are granted a limited, revocable, and nonexclusive right to create a hyperlink (utilizing only the plain characters for NuYugen’ domain address) to any page of the NuYugen Electronic Platforms, so long as the link does not portray NuYugen and/or its products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any NuYugen logo or other proprietary graphic or trademark as part of the link without express prior written permission from NuYugen.
Online Promotions: Terms & Conditions
NuYugen, in its sole discretion, reserves the right to suspend or cancel any and all promotional offers or ongoing sale pricing on products offered on our website or catalog at any time without notice to any consumer. Limit one promo offer per order.
Product prices and availability are subject to change. Promotional offers may not be applied to items already marked down (Facebook promos, Deal of the Day discounts, buy-one-get-one-free (BOGO) offers, etc.). Refer to each specific email offer for promo offers, if applicable, and valid dates of the sale. Offers end at 11:59 pm Pacific Time on the stated expiration date.
Free standard shipping requires a minimum merchandise total of the dollar amount stated in your email promotion, after any discounts or sales taxes have been applied. Orders eligible for free standard shipping will ship via the carrier of our choice. Merchandise total excludes gift certificates, delivery insurance, charitable donations and non-applicable items. Expedited orders and orders shipping outside of the 48 contiguous United States are subject to additional shipping fees.
Other Terms and Conditions
Additional notices, terms, and conditions may apply to the purchase, return, or delivery of products. You agree to abide by such other notices, terms, and conditions, as applicable. If there is a conflict between this Agreement and other notices, terms, and conditions posted to the NuYugen Electronic Platforms, NuYugen shall resolve any conflict in good faith in its sole discretion, but the latter terms shall generally control with respect to your use or purchase of that product.
Links to Third Party Web Sites
The NuYugen Electronic Platforms may contain hyperlinks (“links”) to Web sites operated by persons or entities other than NuYugen (“third-party Web Sites”). We provide such links for your reference and convenience only. A link from NuYugen to a third-party Web site does not imply or mean that we endorse the content on that third-party Web site or the operator or operations of that Web site. You are solely responsible for determining the extent to which you use any content at any third-party Web Sites to which you might link from the NuYugen Electronic Platforms. NUYUGEN IS ALSO NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES INCURRED AS A RESULT OF ANY DEALINGS WITH ANY THIRD-PARTY WEB SITE, ANY MERCHANT OR OPERATOR OF A THIRD-PARTY WEB SITE, OR ANY OTHER PERSON WITH WHOM YOU ENGAGE IN ANY TRANSACTION.
Feedback and Submissions
NuYugen welcomes your feedback and suggestions about NuYugen’ programs or services or with respect to how to improve the NuYugen Electronic Platforms. By transmitting any such suggestions, information, material, or other content (collectively, “feedback”) to NuYugen, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to NuYugen and enable NuYugen to use such feedback. In addition, any feedback received through the NuYugen Electronic Platforms will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for NuYugen to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
The NuYugen Electronic Platforms may offer certain tools, handheld offerings, or services that are available to you via your mobile phone or other mobile device (collectively, “Mobile Services”). Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile devices, what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the NuYugen Electronic Platforms shall be in accordance with this Agreement.
Postings & Reviews
The NuYugen Electronic Platforms may contain blogs, message boards, comment areas, questionnaires, review areas, and other interactive features and functionality where users can share and post information. To the extent that the NuYugen Electronic Platforms contain such communication forums (collectively, “Forums”), you agree that by using the NuYugen Electronic Platforms you will not upload, post, display, or transmit any of the following materials on the NuYugen Electronic Platforms’ Forums:
- Anything that interferes with or disrupts the NuYugen Electronic Platforms or the operation thereof,
- Statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way violates the rights of others,
- Unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,
- Statements or material that violates other contractual or fiduciary rights, duties, or agreements,
- Statements or material that is bigoted, hateful, or racially offensive,
- Statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,
- Statements or material that constitutes anti-competitive collaboration and/or antitrust violations,
- Statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
- Statements or material that harms minors,
- Statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of NuYugen,
- Statements or material that misrepresents your affiliation with any entity and/or NuYugen,
- Anything that violates the privacy or publicity rights of any other person, including, without limitation, posting any personal identifying information of another individual,
- Chain letters or pyramid schemes,
- Statements or materials that are deceptive or misleading,
- Statements or material that constitute junk mail, spam, or unauthorized advertising or promotional materials,
- Statements or material that are “off-topic” for a designated Forum, and
- Files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the NuYugen Electronic Platforms.
Forums are the resources and property of NuYugen and/or its licensors, and you will not have any proprietary interest in any Forum. Moreover, by submitting content or information of any type (a “Posting”) to a Forum or other portion of the NuYugen Electronic Platforms or by otherwise using the NuYugen Electronic Platforms to transmit or display a Posting, you automatically grant NuYugen a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, publish, translate, create derivative works from, distribute, transmit, perform, and display such content or information (in whole or in part) worldwide and/or to incorporate into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. You represent that you have all necessary rights to make the Posting available to NuYugen and a Forum, and you also acknowledge that such Postings are non-confidential for all purposes and that NuYugen has no control over the extent to which any idea or information may be used by any party or person once it is posted or displayed. Accordingly, notwithstanding this right and license, it is understood that by merely permitting your information, content, and materials to appear on the NuYugen Electronic Platforms NuYugen has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Posting. Moreover, NuYugen assumes no responsibility for the deletion of or failure to store any Posting and recommends that you do not post, display, or transmit any confidential or sensitive information.
NuYugen is not responsible for screening, policing, editing, or monitoring your or another user’s Postings and encourages all of its users to use reasonable discretion and caution in evaluating or reviewing any Posting. Moreover, and except as provided below with respect to NuYugen’ right and ability to delete or remove a Posting (or any part thereof), NuYugen does not endorse, oppose, or edit any opinion or information provided by you or another user and does not make any representation with respect to, nor does it endorse the accuracy, acceptability, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other user. Nevertheless, NuYugen reserves the right to monitor, delete, or take other action with respect to Postings (or parts thereof) that NuYugen believes in good faith violate this Agreement and/or are, or are potentially, unlawful or harmful to NuYugen or its affiliates, volunteers, services, or goodwill. If you violate this Agreement, NuYugen may, in its sole discretion, delete the unacceptable content from your Posting, remove or delete the Posting in its entirety, issue you a warning, and/or terminate your use of the NuYugen Electronic Platforms or provide your personal information to third parties to enable them to take legal action in respect of unlawful or infringing content published by you on NuYugen Electronic Platforms.
You agree to comply with all applicable law in connection with your use of the NuYugen Electronic Platforms, and such further limitations as may be set forth in any written or on-screen notice from NuYugen (provided in connection with your use of the NuYugen Electronic Platforms). As a further condition of your use of the NuYugen Electronic Platforms, you warrant that you will not use the NuYugen Electronic Platforms for any purpose that is unlawful or prohibited by this Agreement. You access the NuYugen Electronic Platforms on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the NuYugen Electronic Platforms. All information that you provide in response to a request or in connection with a purchase or transaction or other monetary transaction interaction with the NuYugen Electronic Platforms will be accurate, complete, and current.
Registration as a user for access to certain areas of the NuYugen Electronic Platforms or in connection with recurring visits or purchasing may require both a user name and a password or adherence to other particular access requirements as designated by NuYugen. Only one user can use one user name and password and, thus, one account. By limiting access, it helps avoid unauthorized usage by other persons, institutions, or entities because anyone with knowledge of both your user name and password can gain entry to the restricted portions of the NuYugen Electronic Platforms and to your account. Accordingly, by using the NuYugen Electronic Platforms, you agree to consider your user name and password as confidential information and to keep your user name and password confidential. You will immediately notify NuYugen if you become aware of any loss or theft of your password or any unauthorized use of your user name and password. NuYugen will not be liable for any loss or damage arising from your failure to comply with these obligations. NuYugen reserves the right to delete or change a user name or password at any time and for any reason. Notwithstanding the foregoing, nothing herein shall convey to you any further rights in your account or its information and any and all such content or information shall be subject to this Agreement.
By using the NuYugen Electronic Platforms, you agree not to violate or attempt to violate the security of the NuYugen Electronic Platforms, including, without limitation, actions such as:
- Accessing data not intended for you or logging into a server or account that you are not authorized to access;
- Attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
- Attempting to interfere with service to any user, host, or network, including, without limitation, by way of submitting a virus to or overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the NuYugen Electronic Platforms;
- Sending unsolicited e-mail, including promotions and/or advertising of products or services; and
- Forging any TCP/IP packet header or any part of the header information in any e-mail or Posting.
Actual or attempted unauthorized use of the NuYugen Electronic Platforms may result in criminal and/or civil prosecution. NuYugen reserves the right to view, monitor, and record activity on the NuYugen Electronic Platforms without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the NuYugen Electronic Platforms. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the NuYugen Electronic Platforms as well as to disclosures required by or under applicable law or related government agency actions. NuYugen will also comply with all court orders or subpoenas involving requests for such information. In addition to the foregoing, NuYugen reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt operation of or access to the NuYugen Electronic Platforms, or any portion of the NuYugen Electronic Platforms in order to protect the NuYugen Electronic Platforms, NuYugen, or NuYugen’ business or goodwill.
Security of Information
You also acknowledge and agree that use of the Internet and access to the NuYugen Electronic Platforms is solely at your own risk. While NuYugen has endeavored to create a secure and reliable environment(s), you should understand that the confidentiality of any communication or material transmitted to/from the NuYugen Electronic Platforms over the Internet or other form of global communication network is outside NuYugen’ control and cannot be guaranteed. Accordingly, NuYugen is not responsible for the security of any information transmitted to or from the NuYugen Electronic Platforms.
Materials Provided to NuYugen or Posted on the NuYugen Website
NuYugen does not claim ownership of the materials you provide to NuYugen (including feedback and suggestions) or post, upload, input or submit to any NuYugen Website or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting NuYugen, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. NuYugen is under no obligation to post or use any Submission you may provide and may remove any Submission at any time, in NuYugen’s sole discretion.
By posting, uploading, inputting, providing or submitting your Submission, you warrant and represent that you own or otherwise control all of the rights to your Submission, as described in this section, including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submission.
Disclaimer of Warranties and Limitations on Liability
The NuYugen Electronic platforms are provided by NuYugen on an “as is” and “as available” basis. to the maximum extent permitted by law, NuYugen makes no representations and warranties of any kind, express or implied, as to the operation of the NuYugen Electronic platforms or the information, content, third-party content, materials, products, services or linked services provided on or through the NuYugen Electronic platforms, including without limitation, that the information provided through the NuYugen Electronic platforms will be free from error, omission, interruption, defect, or delay in operation, or from technical inaccuracies or typographical errors; that the NuYugen Electronic platforms will be available at any particular time or location; that defects or errors in the NuYugen Electronic platforms will be corrected; or that the content on the NuYugen Electronic platforms is free of viruses or other harmful components. Any information on the NuYugen Electronic platforms is subject to change without notice, and NuYugen disclaims all responsibility for these changes. You expressly agree that your use of the NuYugen Electronic platforms is at your sole risk.
You are prohibited from, and expressly agree that you will not sell, resell, or make commercial use of the NuYugen brand and any finished product, both domestically or internationally, unless you have an executed written agreement with us that expressly allows for such activity. You may not access or use any NuYugen product in violation of United States export control and economic sanctions requirements nor use our registered trademarks and images to resell our brand on the internet, offer discounts below MSRP, or cause the NuYugen brand or any product to be diluted in any way.
While NuYugen may choose to accept orders for the purchase of its products from non-residents of the United States, the acceptance of such orders and the sale of such products will only be based on the following conditions.
- you agree that the purchase of any NuYugen products by you, as a non-resident of the United States, shall be (a) ex works NuYugen’s facilities in the U.S. with all title risk and loss in the products passing to you in the U.S. and (b) for your own personal use only and not for further resale or distribution in any manner;
- you agree not to order more than a ninety (90) day supply of any consumable products within any ninety (90) day period;
- you hereby expressly authorize and direct NuYugen to load and ship the purchased products to you to your designated ship to destination, and to contract on your behalf with a common carrier or courier company for that purpose;
- you are the principal importer of record, responsible for ensuring any products can be lawfully imported into your country, and will undertake responsibility for any and all applicable taxes, shipping, customs clearance, duties and import requirements from NuYugen’s facilities in the U.S. to your foreign ship-to destination; and
- the United Nations Convention on the International Sale of Goods shall not apply to any purchase or sale, and NuYugen expressly opts out of such Convention.
For products shipped outside the United States, please note that some NuYugen items, including without limitation, directions of use, allergen warnings, label copy, content, manuals, instructions and safety warnings may not be localized in destination country languages; and the products and accompanying materials may not be formulated in accordance with destination country standards, specifications, and labeling requirements. In those cases, you expressly accept those NuYugen products in the English language and as they are sold in the United States.
Applicable Law and Disputes
This Agreement, your rights and obligations, NuYugen’ rights and obligations, and all actions contemplated by this Agreement will be governed by laws of the State of Florida and for Canadian residents according to the laws of Canada. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Further, you also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this Agreement and is hereby expressly disclaimed.
Any dispute relating in any way to your visit to and/or use of the NuYugen Electronic Platforms shall be submitted for U.S. residents to the courts in Orlando Florida and for Canadian residents to the courts in Toronto, Ontario Canada. The situs of this contract is Toronto Ontario Canada.
You acknowledge that any breach, threatened or actual, of this Agreement, including, without limitation, with respect to unauthorized use of NuYugen proprietary assets, will cause irreparable injury to NuYugen, such injury would not be quantifiable in monetary damages, and NuYugen would not have an adequate remedy at law. You therefore agree that NuYugen shall be entitled, in addition to other available remedies, to seek, on and ex parte basis, and be awarded an injunction or other appropriate equitable relief from a Florida court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement. Accordingly, you hereby expressly and unconditionally agree to waive any requirement that NuYugen post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to NuYugen to enforce any provision of this Agreement.
You agree to defend, indemnify, and hold harmless NuYugen and its affiliates, successors and assigns, and its directors, officers, employees, agents, attorneys, co-branders or other partners from and against any and all allegations, claims, demands, actions, causes of action, proceedings (whether threatened or pending), orders, damages, losses, liabilities, costs and expenses, including reasonable attorneys’ fees and other legal expenses, and judgments of any kind or nature, incurred by NuYugen arising out of or relating to your use of the NuYugen Electronic Platforms and/or your violation of this Agreement and/or relating to any payment dispute with a third-party provider arising from a purchase or monies paid by you. NuYugen reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with NuYugen in asserting any available defenses.
Term and Termination
This Agreement will take effect at the moment you click “Accept”, register, respond to a request for information, and/or begin downloading, accessing, or using the NuYugen Electronic Platforms, whichever is earliest. NuYugen reserves the right, at any time, in its sole discretion, for any reason, or for no reason, to terminate your access to the NuYugen Electronic Platforms, including our Website and the related services or any portion thereof, without notice. NuYugen may deny your access to the NuYugen Electronic Platforms or to any portion thereof in order to protect its name and goodwill, its business, and/or other users, and this Agreement will also terminate automatically if you fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this Agreement at any time by ceasing to use the NuYugen Electronic Platforms, but all applicable provisions of this Agreement will survive termination, as identified below, and each re-access or use of the NuYugen Electronic Platforms will reapply this Agreement (then in effect) to you. Upon termination, you must destroy all copies of any aspect of the NuYugen Electronic Platforms in your possession. The provisions concerning NuYugen’ proprietary rights, feedback and submissions, indemnity, disclaimers of warranty and liability, waiver and severability, miscellaneous legal terms, and governing law will survive the termination of this Agreement for any reason. The situs of this agreement is Toronto, Ontario, Canada.
Miscellaneous Legal Provisions
We may discontinue the NuYugen Electronic Platforms at any time and for any reason, without notice. We may change the contents, operation, or any and all other features of the NuYugen Electronic Platforms at any time for any reason, without notice. We may discontinue or restrict your use of the NuYugen Electronic Platforms at any time for any reason, without notice.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and NuYugen as a result of this Agreement or your use of the NuYugen Electronic Platforms. Nothing contained in this Agreement is in derogation of NuYugen’ right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the NuYugen Electronic Platforms or information provided to or gathered by NuYugen with respect to such use. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
The failure of NuYugen to enforce any provisions of this Agreement or respond to a breach by you or other parties shall not in any way waive its right to enforce subsequently any terms or conditions of this Agreement or to act with respect to similar breaches.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and NuYugen with respect to the NuYugen Electronic Platforms and their contents, including the Website, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and NuYugen with respect to the NuYugen Website. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this Agreement and all related documents be drawn up in English.
All rights not expressly granted herein are hereby reserved.
Binding Arbitration and Class Action Waiver
You agree to binding individual arbitration of any and all disputes arising out of this Agreement before the American Arbitration Association applying Florida laws, exclusively, and expressly agree not to sue in any court in front of a judge or jury. You understand that, through individual arbitration, a neutral arbitrator will decide the dispute and the arbitrator’s decision will be final, except for limited appeal rights, if any, under applicable Florida laws. Additionally, as a condition of use of the NuYugen Electronic Platforms and their contents, including the Website, you understand and agree that class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where an individual acts in a representative capacity is expressly not allowed. You further understand and agree that individual proceedings cannot be combined for any reason whatsoever without express consent of all parties involved.
Nuyugen USA LTD is:
Nuyugen USA LTD
C/o Jennings & Valency, P.A.
306 S.E. Detroit Avenue,
Stuart, Florida 34994