Terms of Service
Nutri Marketplace Platform Terms of Use
Last updated: November 30th 2022.
These Terms of Use are applicable to the agreement between Nutri Marketplace, Inc. ("Nutri Marketplace") and yourself as the other party entering into this agreement ("You").
You and Nutri Marketplace are hereinafter jointly referred to as the "Parties" and each separately as a "Party".
The agreement consisting of these Terms of Use and other documentation referred to in these Terms of Use (“Agreement”) shall govern Your use of the Nutri Marketplace service that enables You to set up an online marketplace (the “Service“). This Agreement governs Your use of any products and services provided by Nutri Marketplace.
By using the Service in any way, You acknowledge, represent and warrant that You have reviewed and accept this Agreement and, if You have indicated that You act on behalf of an entity, are authorized to act on behalf of such entity.
If You do not wish to be bound by this Agreement, do not use, access or register with the Service.
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SERVICE:
Marketplace: You may use the Service to set up Your own online marketplace (the “Marketplace”) subject to the terms and conditions of this Agreement and any policies of Nutri Marketplace as in force from time to time as posted on the website of the Service at Nutri Marketplace.com.
Unless agreed to the contrary, the Service will be hosted by Nutri Marketplace. It may be agreed separately that Nutri Marketplace only provides parts of the Service to You, such as only the back-end of the Service, with a front-end supplied by Yourself. For the avoidance of any doubt, in such a case, Nutri Marketplace shall only be responsible for the operation and performance of the Service as provided by Nutri Marketplace, and Nutri Marketplace expressly disclaims any liability with regards to any products and/or services provided by You.
Nutri Marketplace only provides the Service for the purpose of enabling You to set up the Marketplace. Nutri Marketplace does not operate Your Marketplace in any way and does not assume any responsibility or liability for any business, transactions and activities carried out in the Marketplace. You are responsible for determining the contents, focus, and business idea of the Marketplace. The Marketplace may not be used for business, transactions and activities that are illegal. Furthermore, You agree not to use the Service in any other way that harms or may harm the reputation of Nutri Marketplace, or which may endanger the provision of the Service to other parties.
You are solely responsible for providing the required terms of sale, and other terms as well as legally mandated documents applicable to the operation of Your Marketplace by the end-users of the Marketplace (together the “Marketplace Terms”). You and other users may determine the actual terms and conditions of the Marketplace Terms, but You are solely responsible for ensuring that such terms and conditions comply with all applicable laws, rules and regulations and the terms and conditions of this Agreement at all times.
You are solely responsible and liable for Your Marketplace and any business, transactions and activities carried out on the Marketplace. You are solely responsible for any content created for or posted on the Marketplace and understand that Nutri Marketplace does not control such content. Without limiting the foregoing, You are solely responsible for operating the Marketplace in accordance with all applicable laws, rules and regulations and the terms and conditions of this Agreement. Nutri Marketplace reserves the right to remove any and all content from the Marketplace or temporarily suspend the Marketplace when such removal or suspension is necessary to remove content that is not compliant with the terms and conditions of this Agreement.You are solely responsible and liable for Your Marketplace and any business, transactions and activities carried out on the Marketplace. You are solely responsible for any content created for or posted on the Marketplace and understand that Nutri Marketplace does not control such content. Without limiting the foregoing, You are solely responsible for operating the Marketplace in accordance with all applicable laws, rules and regulations and the terms and conditions of this Agreement. Nutri Marketplace reserves the right to remove any and all content from the Marketplace or temporarily suspend the Marketplace when such removal or suspension is necessary to remove content that is not compliant with the terms and conditions of this Agreement.
- Changes to the Service: The Service is based on the Nutri Marketplace's software platform and will evolve as the platform gets updated. Nutri Marketplace shall have the right to change the Service or any part thereof at any time. Nutri Marketplace shall use reasonable efforts to inform You in advance of any material changes that may affect Your use of the Service in an adverse way. If You do not wish to use the changed Service, You may terminate Your use of the Service and this Agreement effective as of the date on which such changes to the Service would take effect by informing Nutri Marketplace of the termination prior such date.
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FEES AND PAYMENT TERMS: Fees may be applicable to the use of the Service. Any fees chargeable for the use of the Service shall be agreed separately between the Parties and shall be based on the price lists of Nutri Marketplace as in force from time to time.
Nutri Marketplace reserves the right to change its price lists. Nutri Marketplace shall notify You of a change in the fees charged for the Service at least sixty (60) days in advance. Should You wish not to accept such change in fees, You may terminate this Agreement in accordance with Section 7 below.
Unless separately agreed otherwise, any fees shall be charged monthly in advance.
Nutri Marketplace reserves the right to suspend the provision of the Service due to any payments that remain unpaid after fourteen (14) days from the payment date of the invoice until such due amounts have been paid in full. You are solely liable for any such taxes and charges.
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PAYMENT TERMS:
WHEN BILLED ANNUALLY
Starter: Free
Up to 5 products
Verified Badge
Instant Messaging
Customer Relationship Management
Request for Quotes
Basic: $200
Per month when billed annually
Up to 50 products
Verified Badge
Instant Messaging
Customer Relationship Management
Request for Quotes
Premium: $500
Per month when billed annually
Up to 100 products
Verified Badge
Instant Messaging
Customer Relationship Management
Request for Quotes
Analytics to see product views and who viewed it
Priority Placement
Enterprise: Contact Us
Contact us for custom pricing
Over 100 products
Verified Badge
Instant Messaging
Customer Relationship Management
Request for Quotes
Analytics to see product views and who viewed it
Priority Placement
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INTELLECTUAL PROPERTY RIGHTS:
The Service: Any and all intellectual property rights to the Service remain the sole and exclusive property of Nutri Marketplace or third parties. Subject to any fees agreed to be paid for the Service, You are granted, for the duration of this Agreement, a non-exclusive, limited, non-transferable, non-sublicensable right to use the Service for the sole purpose of setting up the Marketplace.
You may choose to use third party services (such as payment services) offered to You in connection with the Service. Such third party services shall be solely subject to their applicable third party terms and conditions.
Marketplace: Any and all intellectual property rights to any material You have provided to the Marketplace shall remain Your sole and exclusive property. You grant Nutri Marketplace a perpetual, irrevocable, royalty-free, non-exclusive, sublicensable and transferable license to use, copy, reproduce, modify, make available and distribute such material for the purposes of making available the Service.
Any and all intellectual property rights to any material provided by end-users of the Marketplace shall remain the property of such end-users or third parties. You undertake to ensure, in the Marketplace Terms, that such end- users grant (and have the right to grant) to You a perpetual, irrevocable, royalty-free, non-exclusive, sublicensable and transferable license to use, copy, reproduce, modify, make available and distribute such material so that You may grant a similar license to Nutri Marketplace for the purposes of making available the Service. You hereby agree to grant such licenses to Nutri Marketplace as you acquire such rights Yourself from the end-users or from other third parties.
You may, at any time during the term of this Agreement, request that Nutri Marketplace provides You with a copy of the material provided by You or by the end-users of the Marketplace. Such material shall be provided by making it available to You in a reasonable manner separately agreed by You and Nutri Marketplace. Nutri Marketplace shall have the right to invoice you any reasonable expenses incurred by Nutri Marketplace as a result of making the material available to You.
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INDEMNIFICATION: You agree to indemnify, defend and hold Nutri Marketplace, its affiliates, subsidiaries, directors, officers and employees (collectively “Indemnified Person(s)“) harmless from and against any and all third party claims and any related liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your breach of the terms and conditions of this Agreement or in relation to the Marketplace or any business, activity or transactions carried out or performed on the Marketplace.
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NO WARRANTY, LIMITATION OF LIABILITY: Subject to any applicable service levels set out in Section 3, the Service is provided on an “as is” basis, and Your sole recourse in the event Your dissatisfaction with the Service is to terminate this Agreement in accordance with Section 7 below. Nutri Marketplace makes no warranty, express or implied, and expressly disclaims the warranties or conditions of availability, correctness, non-infringement, merchantability, and fitness of the Service for any particular purpose.
In no event shall Nutri Marketplace be liable for any consequential, special, indirect, exemplary, or punitive damages (including without limitation loss of profits or damages caused due to decrease or interruption in turnover or production) whether in contract, tort or any other legal theory, even if Nutri Marketplace has been advised of the possibility of such damages.
The total aggregate liability of Nutri Marketplace under this Agreement is limited to the aggregate amount paid by You as monthly fees for the Service during the three month period preceding the incident on which the relevant claim is based.
Without limiting the foregoing, Nutri Marketplace shall not have any liability for any failure or delay resulting from any condition beyond the reasonable control of Nutri Marketplace, including but not limited to: strikes or other labor conditions; fire, thunderstorms, incidents of severe weather and natural disasters; outages of power, network or network connections; pandemic; failures, breaches, delays or nonperformance of cloud service providers or other suppliers used in connection with the Service.
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TERMINATION: The Agreement is valid until terminated by either party in accordance with the following:
- Any offerings or parts of the Service provided to You free of charge may be terminated by You at any time by informing Nutri Marketplace of such termination in writing;
- Any offerings subject to fees may be terminated by You by informing Nutri Marketplace of such termination in writing at least three (3) days prior to the end of the current invoicing period;
- Nutri Marketplace may terminate this Agreement and any and all Services provided under this Agreement for convenience and without any liability at any time by a thirty (30) days' written notice.
Either Party may terminate this Agreement for cause by a written notice to the other Party, in case such other Party is in material breach of this Agreement and has not remedied such breach within thirty (30) days of the receipt of a written notice detailing such breach.
Upon the termination of this Agreement for any reason:
- Your right to use the Service shall cease immediately;
- Nutri Marketplace shall have the right to remove the Marketplace from the Service;
- Nutri Marketplace shall keep any material provided by You or the end- users of the Marketplace to the Service for a period of thirty (30) days, during which time You may request that Nutri Marketplace makes such material available to You. After such thirty (30) days' period, Nutri Marketplace shall have the right to delete such material without any liability. Nutri Marketplace shall have the right to invoice you any reasonable expenses incurred by Nutri Marketplace as a result of making the material available to You.
If Nutri Marketplace terminates this Agreement for convenience in the middle of a subscription period for which You have paid advance fees, or if You terminate this Agreement due to change(s) made unilaterally by Nutri Marketplace, Nutri Marketplace shall refund You any fees actually paid for the Service in respect of such calendar months during which You cannot use the Service due to the termination. Payment of refund shall be made upon Your request only and provided that You furnish Nutri Marketplace with Your account number and other such information as is required to make the refund.
Any Sections of this Agreement that by which their nature are intended to survive the termination of this Agreement, shall so survive.
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OTHER PROVISIONS:
- Reference: Nutri Marketplace may use general information (such as the name and/or logo) related to You and the Marketplace in its marketing of the Service pursuant to good business practices. You may present Yourself on the Marketplace and in public as a user of the Service pursuant to good business practises and reasonable guidelines submitted by Nutri Marketplace from time to time.
- Amendments to this Agreement: Nutri Marketplace may change the terms and conditions of this Agreement or the price list at any time by posting the changed information and documents at Nutri Marketplace.com and by using its reasonable efforts to inform You of the change via email, at Nutri Marketplace.com or otherwise. Should You not wish to continue the use of the Service under the amended Agreement, You can terminate this Agreement to end on the date on which the changes would take effect by informing Nutri Marketplace of the termination before such date. By continuing to use the Service following such changes You agree to be bound by the amended Agreement. Any other modifications to this Agreement must be made in writing executed by both Parties.
Entire Agreement: This Agreement (together with a possible separate written agreement referring to and incorporating these terms and conditions) constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the Parties with respect to the subject matter of the Agreement.
For the avoidance of doubt, third party terms and conditions may be applicable to the Service or parts thereof if such third party services are used by You as a part of the Service. In such case any third party terms and conditions shall be solely applicable to such third party services.
Independent Contractors: Nothing in this Agreement shall be construed as creating a partnership, agency, joint venture or any legal entity between Nutri Marketplace and You. Nutri Marketplace is not acting as Your representative or agent with respect to the Service. The relationship between Nutri Marketplace and You is one of independent contractors.
For the avoidance of any doubt, You may not make any commitments on the behalf of Nutri Marketplace.
- No Waiver: The failure to require performance of any provision shall not affect a Party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
- Severability: If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the Parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect.
- Assignment: You may not assign this Agreement or any of Your rights and obligations hereunder to any third party. Nutri Marketplace may assign this Agreement and any of its rights and obligations under this Agreement to its affiliate or a third party at any time without notice.
Governing Law, Resolution of Disputes: You and Nutri Marketplace hereby expressly agree that if, under any circumstances, any dispute or controversy arising out of or relating to or in any way connected with this Agreement shall be the subject of any court action at law or in equity, such action shall be filed exclusively in (a) the United States District Court for the Western District of Washington or, if such court is not available because of jurisdictional reasons, (b) the Superior Court of Clark County. You and Nutri Marketplace agree not to commence any action, suit or other proceeding arising from, relating to, or in connection with this Agreement except in such courts and you and Nutri Marketplace irrevocably and unconditionally consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action, and hereby grant jurisdiction to such courts and to any appellate courts having jurisdiction over appeals from such courts or review of such proceedings. Because the breach of the provisions of this section would cause irreparable harm and significant injury to Nutri Marketplace , which would be difficult to ascertain and which may not be compensable by damages alone, you agree that Nutri Marketplace has the right to enforce the provisions of this section by injunction, specific performance or other equitable relief in addition to any and all other remedies available to Nutri Marketplace without showing or proving any actual damage to Nutri Marketplace . Nutri Marketplace will be entitled to recover all reasonable costs and expenses, including but not limited to all reasonable attorneys’ fees, expert and consultants’ fees, incurred in connection with the enforcement of this section.