Terms of Use

Terms of Use

THESE TERMS AND CONDITIONS (“TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU (“PARTNER”) AND SERAPHINA THERAPEUTICS INC (“COMPANY”, “SUPPLIER”, “WE” OR “US”).

THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL WWW.FATTY15CLINIC.COM AS WELL AS ALL ASSOCIATED SITES LINKED TO WWW.FATTY15CLINIC.COM BY COMPANY, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITE”). BY USING THIS SITE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE, ANY PRODUCTS AVAILABLE THROUGH THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

Each Partner will be subject to the terms and conditions set forth herein to be a wholesale or affiliate partner of Supplier.

WHEREAS, Supplier is a provider of proprietary dietary supplements and related products;

WHEREAS, Partner desires to become an affiliate and/or wholesale partner of fatty15™ products and agrees to abide by the terms and conditions set forth by the Supplier herein;

NOW, THEREFORE, for and in consideration of the premises and the covenants contained herein, the Parties agree as follows:

Account Approval Process:

Partner acknowledges that to become a fatty15™ (“Product”) Partner through wholesale or affiliate programs, they must meet specific criteria and undergo a strict approval process established by the Supplier as a condition precedent to this Agreement. Upon approval, Partner may begin making affiliate sales and earning commission on products from Supplier, or place wholesale orders.

Affiliate Account Requirements:

Pre-approved healthcare providers or partners must hold an active wholesale/affiliate account to sell fatty15™ products to clients. The distribution of or use of any codes or discounts given to the Partner by the Supplier’s team, then provided by Partner to a third party, may result in an immediate termination of their account and this Agreement. Affiliate links may be listed on websites and accounts owned and managed by Partner.

Payments

Payment Terms (Wholesale):

Payment for all orders is due immediately upon placing an order unless otherwise negotiated and agreed upon in writing between the Parties.
Payment shall be made through the Supplier’s website via credit or debit card.
Retailer may request net terms for larger bulk orders, but the Supplier does not guarantee approval of such requests.

Payment Terms (Affiliate):

Commission payments will be issued to Partner on the first Friday of every Month. Payments will be made through Tremendous, with money transferred into the Partners account on file.
Orders that are canceled or returned may not qualify for commission.

You agree to pay all fees or charges to your account based on Company’s fees, charges, and billing terms in effect as shown on the payment page. You are expressly agreeing that Company is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Site and the fees will be billed to your credit card, PayPal or other payment method designated on your registration with this Site.

Pricing:

MSRP: The parties acknowledge that the Manufacture’s Suggested Retail Price (MSRP) for Fatty15™ products is set at $149.95 per unit. The Retailer agrees that the MSRP is the recommended price at which Fatty15™ products should be sold to consumers, and it is essential to maintain the perceived value of the products and brand.

IMAP Pricing: Notwithstanding the MSRP, The Retailer has the flexibility to set their selling prices for Fatty15™ products, and they may price the products as low as $119.95 per unit (floor price minimum) in office, if they choose to do so to correspond with the online subscription price. The Retailer understands that pricing any Fatty15™ products below $119.95 online may result in the immediate termination of this Agreement. IMAP Pricing is $149.95 for single purchase and $119.95 for subscription purchase. For IMAP, partner agrees not to list refill product lower than $119.95.

Shipping.

Wholesale: Shipment shall be F.O.B. Supplier's third-party logistics warehouse. The manner of delivery and related shipping charges will be as set out in the Supplier's Terms & Conditions. Title and all risk of loss of, or damage to Products, will pass to Retailer upon delivery by Supplier to the carrier, freight forwarder, or third-party logistics provider, whichever occurs first. All Products will be deemed accepted upon delivery.
Affiliate: Shipment shall be fulfilled by Supplier's third-party logistics warehouse. The manner of delivery and related shipping charges will be as set out in the Supplier's Terms & Conditions. Title and all risk of loss of, or damage to Products, will remain with Supplier upon delivery to the carrier, freight forwarder, or third-party logistics provider, whichever occurs first. All Products will be deemed accepted upon delivery.

Marketing and Advertising. The Retailer agrees to market and advertise Fatty15™ products in a manner consistent with the Fatty15™ branding guidelines and message. Any marketing materials or advertising used outside of their core business location(s) or online by the Retailer must be approved by the Supplier prior to use.

Changes.

Company may make changes to the Site and the products offered on the Site (“Products”) at any time. Company can change, update, or add or remove provisions of these Terms, at any time by posting the updated Terms on this Site. By using this Site after Company has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site.

General Use.

Company provides content through the Site that is copyrighted and/or trademarked work of Company or Company’s third-party licensors and suppliers or other users of the Site (collectively, the “Materials”). Materials may include text, logos, graphics, video, images, software and other content.

Subject to the terms and conditions of these Terms, and your compliance with these Terms, Company hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use this Site solely for your personal use. Except for the foregoing license, you have no other rights in the Site or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or Materials in any manner.

If you breach any of these Terms, the above license will terminate automatically.

Using the Site.

You can simply view the Site. You need not register with Company to simply visit and view the Site.

However, in order to order Products and access certain password-restricted areas of the Site, you must register with Company for an account.

Access Credentials.

You may register for an account with Company through the account registration page on the Site.

You are responsible for maintaining the confidentiality of your login access credentials for the Site (“Access Credentials”), and you are responsible for all activities that occur using your Access Credentials. You agree not to share your Access Credentials, let others access or use your Access Credentials or do anything else that might jeopardize the security of your Access Credentials. You agree to notify the Company if your Access Credentials on the Site is lost, stolen, if you are aware of any unauthorized use of your Access Credentials on the Site or if you know of any other breach of security in relation to the Site.

All the information that you provide when registering for an account and otherwise through the Site must be accurate, complete and up to date. You may change, correct or remove any information from your account by logging into your account directly and making the desired changes.

Online Resale:

The Retailer agrees that online resale of any Fatty15™ products available to the general public is permitted by the Supplier. As long as all terms are fulfilled:

Correct language to promote the product, and following brand guidelines.
Correct pricing based on IMAP guidelines.
Correct images and advertisements.
Any violation of this policy may result in the immediate termination of the agreement between the Supplier and the Retailer.

This restriction serves to safeguard the exclusivity and integrity of the Fatty15™ brand and education, ensuring a clear line of communication between the Supplier and their end customers

Returns and Refunds Policy:

Damaged Goods: In the event of receiving a damaged product, Supplier will replace your order. The Retailer will notify the customer support team to report the damage to the Supplier within forty-eight (48) hours. The Supplier will promptly arrange for the replacement of the affected items.
Return Policy: Supplier does not accept returns for bulk orders under any circumstances, unless damaged and Supplier is notified within forty-eight (48) hours of receipt of the order.
Refund Policy: All sales are considered final. Refunds are not offered for any bulk orders made through the Fatty15™ wholesale program without exception.
Expiry Replacement: If the Retailer receives a product that is approaching or has already surpassed its expiry date, the Supplier will provide a replacement if provided notice within forty-eight (48) hours of receipt. Proof of expiration will be required. Expiration dates can be found along the seam of Fatty15™ pouches. It is the responsibility of the Retailer to get in touch with the customer support team to report this issue.

Marketing and Advertising. The Partner agrees to market and advertise fatty15™ products in a manner consistent with the fatty15™ branding guidelines and message. Any marketing materials or advertising used outside of their core business location(s) or online by the Partner must be approved by the Supplier prior to use.

Electronic Communications.

By using the Site, you consent to receiving electronic communications from Company. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site. These electronic communications are part of your relationship with Company. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Please review the Company Privacy Policy (the “Privacy Policy”) which explains how Company uses information that you submit to Company.

Links to Third-Party Sites.

This Site may be linked to other web sites that are not Company sites, including, without limitation, social networking, blogging and similar websites through which you are able to log into this Site using your existing account and log-in credentials for such third-party sites (collectively, “Third-Party Sites”). Certain areas of the Site may allow you to interact and/or conduct transactions with such Third-Party Sites, and, if applicable, allow you to configure your privacy settings in your Third-Party Site account to permit your activities on this Site to be shared with your contacts in your Third-Party Site account and, in certain situations, you may be transferred to a Third-Party Site through a link but it may appear that you are still on this Site. In any case, you acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than Company, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, user guides and privacy policies of any of Third-Party Sites. Company is providing links to the Third-Party Sites to you as a convenience, and Company does not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT COMPANY WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY.

Submissions.

You are responsible for the reviews, text, information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on or through the Site (each a “Submission”). You may not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Submissions you submit. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submission that you make. You have full responsibility for each Submission you make, including its legality, reliability and appropriateness.

Unless otherwise explicitly stated herein or in Company Privacy Policy, you agree that any Submission provided by you in connection with this Site is provided on a non-proprietary and non-confidential basis. You hereby grant to Company a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide, transferable license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your Submissions, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others to use the Submissions. We may modify or adapt your Submissions in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the Submissions as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media. Company agrees to use any personally identifiable information contained in any of your Submissions in accordance with Company’s Privacy Policy.

You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through this Site.

When you provide Submissions you agree that those Submissions shall not be in violation of the “Unauthorized Activities” paragraph below.
Those prohibitions do not require Company to monitor, police or remove any Submissions or other information submitted by you or any other user.

Without limiting this section of these Terms, any commentary, reviews, or other content uploaded by you is your opinion only. We do not endorse any claims, statements, or other content uploaded by you. We take no responsibility and assume no liability for any comments posted by you or any third-party.

Mobile Message Service Terms and Conditions.

The fatty15 mobile message service is subject to the Mobile Message Service Terms and Conditions available at fatty15.com (“Mobile Terms”).

Unauthorized Activities.

When using this Site, you agree not to:

Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Use racially, ethnically, or otherwise offensive language.
Discuss or incite illegal activity.
Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
Post anything that exploits children or minors or that depicts cruelty to animals.
Post any copyrighted or trademarked materials without the express permission from the owner.
Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
Use any robot, spider, scraper or other automated means to access the Site.
Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
Alter the opinions or comments posted by others on this Site.
Post anything clearly false or misleading.
Post anything unrelated to our business, products or services.

This list of prohibitions provides examples and is not complete or exclusive. Company reserves the right to (a) terminate access to your account, your ability to post to this Site and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that Company determines is inappropriate or disruptive to this Site or to any other user of this Site. Company may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Company’s discretion, Company will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.

Unauthorized use of any Materials or Third-Party Content contained on this Site may violate certain laws and regulations.

You agree to indemnify and hold Company and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Company or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of this Site or the use of this Site by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights, privacy rights or other rights of any third-party.

Proprietary Rights.

Fatty15 and FA15 are trademarks of Company in the United States. Other trademarks, names and logos on this Site are the property of their respective owners.

Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Company, Copyright © 2020 Seraphina Therapeutics Inc. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

Product Integrity:

Original Form Requirement: All products purchased from Seraphina Therapeutics must be sold in their original form and packaging as supplied by the Supplier. Under no circumstances shall the products be broken apart, repackaged, or otherwise altered in any manner unless explicitly approved in writing by the Supplier.
Prohibition on Compounding: The Buyer expressly agrees not to use the products for compounding purposes. Compounding refers to the practice of combining, mixing, or altering ingredients of the products to create a different product. Any such activity is strictly forbidden unless prior written consent is obtained from the Supplier.
Approval for Alterations: Should the Buyer wish to alter the form or use of any product, including but not limited to repackaging, relabeling, or compounding, a written request must be submitted to the Supplier for approval. No alterations shall be made without the explicit written approval from the Supplier.

Intellectual Property Infringement.

Company respects the intellectual property rights of others, and we ask you to do the same. Company may, in appropriate circumstances and at our discretion, terminate access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide Company’s designated agent the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit Company to locate the material.
• Information reasonably sufficient to permit Company to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Company’s agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:

Seraphina Therapeutics Inc
Attn: Legal
2907 Shelter Island Dr. Ste. 105-411
San Diego, CA 92106

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Submitting a DMCA Counter-Notification

We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to Company designated agent that includes all of the following information:

1. Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Company may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Termination of Repeat Infringers

Company reserves the right, in its sole discretion, to terminate the account or access of any user of our web site and/or service who is the subject or repeated DMCA or other infringement notifications.

Disclaimer of Warranties.

THIS SITE DOES NOT PROVIDE MEDICAL OR OTHER LICENSED PROFESSIONAL ADVICE. NOTHING STATED OR POSTED ON THIS SITE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE. THE CONTENT ON THE SITE IS FOR INFORMATIONAL PURPOSES ONLY. WE DO NOT GUARANTEE, REPRESENT, OR WARRANT ANY RESULTS OF PURCHASING OUR PRODUCTS. COMPANY IS NOT RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS OF INFORMATION AVAILABLE FROM OR THROUGH THE SITE. 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 HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF INFORMATION YOU HAVE OBTAINED THROUGH THIS SITE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY.

COMPANY DOES NOT MAKE ANY EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITE OR THE PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND THE PRODUCTS ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS. COMPANY DISCLAIMS ALL WARRANTIES AND GUARANTEES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE AND COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) HOWEVER ARISING, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY’S LIABILITY (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY) EXCEED THE AMOUNTS YOU PAY THE COMPANY FOR PRODUCTS IN THE THREE-MONTH PERIOD IMMEDIATELY BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM.

Local Laws; Export Control.

Company controls and operates this Site from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.

Feedback.

If you send or transmit any communications, comments, questions, suggestions, or related materials to Company, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. Except as prohibited by applicable law, you hereby assign all right, title, and interest in, and Company is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant the Company an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as the Company may determine in its sole discretion. Notwithstanding the foregoing, you understand and agree that the Company is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

Dispute Resolution and Arbitration; Class Action Waiver.
Please read the following (this “Provision”) carefully. It affects your rights.
Most customer concerns can be resolved quickly and to a customer’s satisfaction by contacting us via email at info@fatty15.com. This Provision facilitates the prompt and efficient resolution of any disputes that may arise between you and Company. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.

Please read this Provision carefully. It provides that all Disputes between you and Company shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into these Terms constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney’s fees).

For the purpose of this Provision, “Company” means Company and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and Company regarding, arising out of or relating to any aspect of your relationship with Company, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable cause of action or claim for relief, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as Company’s licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.

WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Pre-Arbitration Claim Resolution.

For all Disputes, whether pursued in court or arbitration, you must first give Company an opportunity to resolve the Dispute. You must commence this process by mailing written notification to Seraphina Therapeutics Inc, 2907 Shelter Island Dr. Ste. 105-411, San Diego, CA 92106. That written notification must include (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If Company does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.

Exclusions from Arbitration/Right to Opt Out.

Notwithstanding the above, you or Company may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to Seraphina Therapeutics Inc, 2907 Shelter Island Dr. Ste. 105-411, San Diego, CA 92106. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with Company through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with Company. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.

Arbitration Procedures.

If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or Company may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only, and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.

For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative action procedures or rules apply to the arbitration.

Because the Site and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

Location of Arbitration – You or Company may initiate arbitration in either San Diego County, California or the federal judicial district that includes your billing address.

Payment of Arbitration Fees and Costs – Company will pay all arbitration filing fees and AAA or JAMS hearing fees and any arbitrator’s hearing fees, costs and expenses upon your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with Company as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.

Class Action Waiver.

Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and Company specifically agree to do so in writing following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

No Judge or Jury in Arbitration.

Arbitration does not involve a judge or jury. You understand and agree that by entering into these Terms You and Company are each giving up the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and Company might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.

Severability.

If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.

Continuation.

This Provision shall survive the termination of your subscription with Company or its affiliates. Notwithstanding any provision in these Terms to the contrary, we agree that if Company makes any change to this Provision (other than a change to the Notice Address), you may reject any such change and require Company to adhere to the present language in this Provision if a dispute between us arises.

Language.

The Parties hereto have expressly required that these Terms and all documents and notices relating thereto be drafted in the English language.

Referral Program.

All referrals can be made through the referral/affiliate program, and be credited with discounts off future orders. Any referral/affiliate discount codes posted to coupon websites are void from receiving referral credits and will not be counted. Continued misuse of posted referral/affiliate codes can result in being banned from the ability to collect referral credits.

General.

Company prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by Company, may result in immediate termination of your access to this Site without prior notice to you. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or this Site will be heard in the courts located in San Diego County in the State of California. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Company’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and Company and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Company about this Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

Force Majeure. Any delay or failure of Supplier in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of god, strike, fire, storm, flood, windstorm, discovery or uncovering of hazardous or toxic materials or historical artifacts at the project site, delays occasioned by Supplier's pre-construction approval or permitting activities, unusually severe weather, sabotage, embargo, energy shortage, wreck or delay in transportation, accidents in the handling and rigging of heavy equipment, explosion, riot, war, court injunction or order, delays by or acts or orders of any governmental body or changes in laws or government regulations, acts or omissions of the Supplier or its other contractors or any other cause or causes beyond the reasonable control, provided that prompt written notice of such delay or suspension be given to the Retailer by the Supplier. Upon receipt of said notice, if necessary, the time for performing shall be extended for a period of time reasonably necessary to overcome the effect of such delays.

California Consumer Notice.

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Site and Products are provided by Seraphina Therapeutics Inc, 2907 Shelter Island Dr. Ste. 105-411, San Diego, CA 92106. If you have purchased anything from the Site, a description of what you have purchased and relevant pricing information are posted as part of the ordering process for this Site (please consult your individual purchase confirmation e-mail for the charges you incurred). If you have a question or complaint regarding the Site or Products, please contact Customer Service at info@fatty15.com. You may also contact us by writing Seraphina Therapeutics Inc, 2907 Shelter Island Dr. Ste. 105-411, San Diego, CA 92106. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297or TDD (916) 322-1700.

If you have any questions about these Terms or otherwise need to contact Company for any reason, you can reach us at info@fatty15.com

Electronic Signatures. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.