- TERMS AND CONDITIONS FOR SERVICES
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY PLACING AN ORDER FOR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER OR OBTAIN SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH PROUD OUNCES, INC., OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these “Terms”) apply to the purchase and sale of services by and to you (referred to as “you,” “your” or “Customer” as the context may require) through www.proudounces.com (the “Site”). These Terms are subject to change by Proud Ounces, Inc., a Delaware corporation (referred to as “us”, “we”, “our” or “Proud Ounces” as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any future services that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.
Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all Services listed in your order (the “Services”). All orders must be accepted by us or we will not be obligated to sell the Services to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with the details of the Services you have ordered. Acceptance of your order and the formation of the contract of sale between us and you will not take place unless and until you have received confirmation by email. You have the option to cancel your order at any time before we have sent your order confirmation email by emailing our Customer Service Department at email@example.com.
Prices and Payment Terms.
- All prices posted on this Site are subject to change without notice. The price charged for a Service will be the price in effect at the time the order is placed. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes, as applicable. All such applicable taxes and charges will be added to your order total. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
- Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept all major credit cards for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
Refunds; Cancellation Policy. Refunds are processed within approximately five (5) business days of cancellation of your session when appropriate notice is given. Your refund will be credited back to the same payment method used to make the original purchase on the Site.
Client cancellation: Clients will receive a full refund if the session is cancelled or rescheduled at least twenty-four (24) hours before the scheduled start time. The cancellation request must be made by emailing us at firstname.lastname@example.org. If you request a cancellation with less than twenty-four (24) hours’ notice, we will be unable to issue a refund.
Coach cancellation: In the rare event of a coach cancellation or no-show, the client will receive a full refund and opportunity to reschedule.
Customer’s Obligations. You shall:
- cooperate with us and our agents, subcontractors, consultants, or employees (collectively, our “Representatives”) in all matters relating to the Services.
- respond promptly to any request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for us to perform Services in accordance with the requirements of this Agreement; and
- provide such materials or information as we or our Representatives may reasonably request to carry out the Services in a timely manner and ensure that such materials or information are complete and accurate in all material respects.
Customer’s Acts or Omissions. If the performance of our obligations under this Agreement is prevented or delayed by any act or omission of you or your agents, subcontractors, consultants, or employees, we shall not be deemed in breach of our obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by you, in each case, to the extent arising directly or indirectly from such prevention or delay.
Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to you under this Agreement or prepared by or on behalf of Proud Ounces in the course of performing the Services, including any items identified as such in your order confirmation (collectively, the “Deliverables”) except for any confidential information of Customer or Customer materials shall be owned by us. We hereby grant you a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable you to make reasonable use of the Deliverables and the Services.
All non-public, confidential or proprietary information of Proud Ounces, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by us to you, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by you without our prior written consent. Confidential Information does not include information that is:
- in the public domain;
- known to you at the time of disclosure; or
- rightfully obtained by you on a non-confidential basis from a third party.
You agree to use the Confidential Information only to make use of the Services and Deliverables.
We shall be entitled to injunctive relief for any violation of this Section.
DISCLAIMER OF WARRANTY.
- THE SERVICES ARE PROVIDED AS-IS, AND PROUD OUNCES MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
- FURTHERMORE, WE HEREBY CONFIRM, AND YOU ACKNOWLEDGE, THAT NEITHER WE NOR OUR REPRESENTATIVES WILL BE PROVIDING, AND NO PART OF THE SERVICES SHALL INCLUDE, ANY MEDICAL SERVICES OR ADVICE, OR ANY LACTATION COUNSELLING SERVICES. IN THE EVENT THAT ANY OF THE REPRESENTATIVES PROVIDING THE SERVICES ARE LICENSED MEDICAL PROFESSIONALS OR CERTIFIED LACTATION CONSULTANTS, THEY WILL NOT BE ACTING AS SUCH IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES. SHOULD YOU DESIRE OR REQUIRE MEDICAL SERVICES OR ADVICE, OR ANY LACTATION COUNSELLING SERVICES, PLEASE CONTACT YOUR HEALTHCARE PROVIDER.
Limitation of Liability
IN NO EVENT SHALL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO US PURSUANT TO THE APPLICABLE ORDER CONFIRMATION GIVING RISE TO THE CLAIM.
The limitation of liability set forth in Section 9(b) above shall not apply to (i) liability resulting from our gross negligence or willful misconduct and (ii) death or bodily injury resulting from our negligent acts or omissions.
Goods Not for Resale or Export. You agree to comply with all applicable laws and regulations of the various states and of the United States. You represent and warrant that you are buying the Services from the Site for your own personal or household use only, and not for resale or export.
Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) other similar events beyond the reasonable control of the Impacted Party.
- The Impacted Party shall give notice within three (3) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section 12, the other party may thereafter terminate this Agreement upon five (5) days’ written notice.
Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the State of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Pennsylvania.
Dispute Resolution and Binding Arbitration.
YOU AND PROUD OUNCES ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 14. (The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.
You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR PROUD OUNCES WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 15 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Proud Ounces.
No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
To Us. To give us notice under these Terms, you must contact us as follows: (i) by email transmission to email@example.com; or (ii) by personal delivery, overnight courier or registered or certified mail to Proud Ounces, Inc., 519 Wyndmoor Avenue, Wyndmoor, PA 19038. We may update the email or physical address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by email transmission or overnight courier will be effective one (1) business day after they are sent. Notices provided by registered or certified mail will be effective three (3) business days after they are sent.
Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.