TERMS & CONDITIONS

1. GENERAL.

THESE END USER TERMS AND CONDITIONS (“TERMS AND CONDITIONS”) GOVERNS THE RELATIONSHIP BETWEEN WHOLE FOODS MEAL PREP SAN DIEGO, LLC (“MERCHANT”) AND ITS CUSTOMER(S) (“END USER” AND/OR “YOU/R”). BY USING WHOLEFOODSPREP.COM (“SITE”) OR PLACING AN ORDER THROUGH THE SITE, END USER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS AND OUR PRIVACY POLICY. THESE TERMS AND CONDITIONS MAY BE UPDATED AT ANY TIME, AND MERCHANT ENCOURAGES END USER TO CHECK THE SITE REGULARLY FOR UPDATES.


IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.


Please read this Agreement carefully to ensure that You understand each provision.


2. MERCHANT SERVICES.

2.1 Subscription Service. Merchant offers a subscription service by which End User may select from a variety of subscriptions. All subscriptions will be referred to as the “Subscription Period” in these Terms and Conditions. End User will receive its chosen subscription delivery (“Delivery”) each Subscription Period. WHEN YOU REGISTER FOR THE MERCHANT SUBSCRIPTION SERVICE, YOU AUTHORIZE MERCHANT AND ITS THIRD PARTY PAYMENT PROCESSOR TO CHARGE YOUR PAYMENT METHOD FOR ANY ADDITIONAL OFFERINGS PURCHASED BY YOU OUTSIDE OF OR IN EXCESS OF YOUR PLAN, PLUS ANY APPLICABLE TAXES AND SHIPPING.


2.2 Non-Subscription Orders. End User may place a one-time order from Merchant at any time (“Non-Subscription Order”). All Non-Subscription Orders are subject to acceptance by Merchant. End User’s Non-Subscription Orders will not be considered accepted until we have received payment of the purchase price of your Non-Subscription Order.


3. PAYMENT AND BILLING INFORMATION. By providing Your credit or debit card (“Payment Method”) information when You place an order for any Merchant Services You authorize Merchant and/or any applicable third-party payment processor to charge Your Payment Method as provided in these Terms and Conditions. If Merchant is unable to process a payment using your Payment Method, Merchant may suspend or cancel Your Delivery for the affected order. In the event of such failure of your Payment Method, Merchant may take reasonable steps to retry your Payment Method, and reconfirm or update your Payment Method. Merchant will not be responsible for any fees incurred by You when charging or retrying Your Payment Method, including but not limited to, overdraft fees.


4. REFUNDS AND CREDITS. If You are dissatisfied with a Delivery and/or something is missing from your Delivery, please contact us at https://wholefoodsprep.com/contact-us All requests for a refund must be made within three (3) days from the date that your Account was charged for the Delivery at issue. If you request a refund after the three (3) day period, Merchant may choose, at its sole discretion, to issue an account credit in lieu of a refund.


5. LOGIN INFORMATION. Access to the Merchant Services is accomplished through the use of a registered email address and a password that you choose upon your registration for the Merchant Services, as updated from time to time. You are solely responsible for any authorized or unauthorized access to your Account by any person. You agree to bear all responsibility of the upkeep and maintenance of an accurate and active email address for access to the Site, as well as receipt of transactional, Account-related or marketing email communications or other communications relating to the Merchant Services. You agree to bear all responsibility for the confidentiality of your password. You agree to notify Sun Basket promptly of any unauthorized use of your password or Account and you will remain liable for any unauthorized use of the Sun Basket Offerings.


6. TERMINATION. The Agreement is effective upon Your acceptance as set forth herein and shall continue in full force and effect until terminated. Either party may suspend or terminate the Agreement or any Sun Basket Offerings at any time for any reason or no reason. All outstanding fees incurred by You will be considered immediately due and payable upon termination.


7. PROHIBITED USE. You agree not to: (a) display any Personally Identifiable Information (“PII”) or any confidential information of any third party; (b) display any audio files, text, photographs, videos or other images containing confidential information; (c) express or imply that any statements that you make are endorsed by Merchant, without Merchant’s specific prior written consent; and/or (d) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Merchant Services or any software used in or in connection with Merchant Services.


8. DATA PRIVACY. Merchant agrees to abide by the data security policies set forth in at https://wholefoodsprep.com/privacy-policy (“Merchant Privacy Policy”).


8. DATA OWNERSHIP RIGHTS. Merchant does not claim ownership of End User Content. You retain ownership of any and all copyright and other rights you may have in the User Content, subject only to the licenses granted in this Agreement. “End User Content,” as the term is used in the Agreement, means any and all photographs, articles, images, graphics, videos, sounds, music, audio recordings, text, files, profiles, communications, comments, feedback, suggestions, ideas, concepts, questions, data or other content that you (i) submit or post on the Site, the Interactive Services (including any of our blogs or social media accounts) or through tools or applications we provide for posting or sharing such content with us, or (ii) have posted or uploaded to your social media accounts, including but not limited to Instagram, Twitter, Facebook, Snapchat, and Pinterest, which are tagged with any Merchant Services promoted hashtag. User Content is deemed non-confidential and nonproprietary. By submitting or posting any End User Content, you grant to Merchant and its affiliates a perpetual, irrevocable, royalty-free, worldwide, sublicensable and transferable license to copy, publish, translate, modify, reformat, create derivative works from, distribute, reproduce, sell, display, transmit, publish, broadcast, host, archive, store, cache, use or otherwise exploit all or any portion of the End User Content.


9. INTELLECTUAL PROPERTY RIGHTS. The Site, App, and all associated Content, design, text, graphics, and interfaces (collectively, the “Merchant Materials”), are the sole and exclusive property of, or duly licensed to, Merchant. Consent is granted to view, electronically copy, and print in hard copy portions of the App and Site for the sole purpose of using the Merchant Service. Any other use of the Merchant Materials, including modification, distribution, or reproduction for purposes other than those noted above and in Section 7 of these Terms and Conditions, without the prior written permission of Merchant is strictly prohibited. You acknowledge that Merchant and/or third-party content providers remain the owners of such Merchant Materials and that You do not acquire any of those ownership rights by downloading copyrighted material. Merchant reserves the right to revoke this authorization at any time, and any use shall be discontinued immediately on written notice from Merchant.


10. DISCLAIMER. EXCEPT AS SET FORTH HEREIN, NEITHER MERCHANT NOR END USER (EACH A “PARTY” RESPECTIVELY) MAKES ANY REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
PLEASE NOTE THAT THE SITE AND APP DO NOT PROVIDE MEDICAL OR OTHER LICENSED PROFESSIONAL ADVICE. NOTHING STATED OR POSTED ON THE SITE OR APP OR OTHERWISE AVAILABLE THROUGH ANY SERVICES ARE INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE. THE CONTENT AND INFORMATION OBTAINED FROM THE SITE OR APP ARE FOR INFORMATIONAL PURPOSES ONLY. THE SITE IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR BEFORE ADOPTING ANY DIETARY ADVICE OR PARTAKING IN ANY DIETARY OPTIONS, WHETHER OFFERED THROUGH OR BY THE MERCHANT OFFERINGS OR OTHERWISE. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF INFORMATION YOU HAVE OBTAINED THROUGH THE SITE OR APP.


11. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS OF MERCHANT OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, OR LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND UNDER THIS AGREEMENT WILL NOT EXCEED FEES OWED AND PAYABELE TO MERCHANT BY END USER IN THE TWELVE (12) MONTHS PRECEEDING THE CLAIM. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.


12. INDEMNIFICATION. To the maximum extent allowable by applicable laws, You agree to indemnify, defend and hold Merchant and its affiliates harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from or related to: (a) Your Content and Feedback; (b) any dispute between You and any other end user or third party; (c) any allegation that You (or your Feedback or Content) has infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party; and (d) any claim that your use of the Merchant Services has violated any applicable law.


13. GOVERNING LAW AND VENUE. These Terms and Conditions are to be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in San Diego, California, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in person jurisdiction over it and consents to service of process in any manner authorized by California law.


14. ENTIRE AGREEMENT. These Terms and Conditions constitute the entire agreement of the Parties and supersede any and all preceding and contemporaneous agreements between Merchant and End User. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by a duly authorized representative of Whole Foods Meal Prep San Diego, LLC.


15. CONTACT. You can contact us directly by using one of the following methods;
email: info@wholefoodsprep.com
Phone: (619) 991-7747
Mail: P.o. Box 121607 San Diego, CA 92101
ATT: Business Director

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