Last updated: June 11, 2020
These terms and conditions (“Terms”) of Pearl Crop, Inc. dba Octonuts (“Octonuts”) govern all access and use of the Octonuts website located at Octonuts.com, together with any Octonuts application and third-party platform site for which these Terms are posted (the “Site”), and all content, products, subscriptions, and other services offered, sold, and provided by Octonuts on or through the Site (collectively, the “Services”).
AGREEMENT TO TERMS:
These Terms include a binding arbitration clause below that requires arbitration on an individual, not class, basis and limits the remedies available in a dispute. Your use of the Site and receipt of any Service is conditioned upon, and subject to, acceptance of these Terms. You accept these Terms, and these Terms apply, each time you (1) access or use of the Site, or (2) receive any Service. Please review these Terms carefully.
CHANGES TO THESE TERMS:
Octonuts reserves the right at any time to make changes to these Terms effective upon posting. When that happens, Octonuts will revise the “Last updated” date at the beginning of these Terms. Octonuts invites you to review these Terms frequently to remain aware of any changes to our Terms.
USE OF THE SITE AND SERVICES:
Octonuts grants you a limited, revocable, nonexclusive license to use the Site and receive the Services in accordance with these Terms solely for your own personal use and information.
Octonuts reserves all rights in the Site and the Services, including the Octonuts brand and all content included on this Site. Product and company names mentioned on this Site may be trademarks of other respective owners. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of this Site.
The Site and Services are intended for users who are at least 18 years old. You represent that (1) you are at least 18 years old, and you are not a minor, (2) you have the legal capacity to agree, and understand, these Terms, and (3) any information you provide to Octonuts on the Site or in the receipt of any Service is true and complete. Octonuts may terminate your use of the Site and deny any Service if any representation is not true or complete.
SITE REGISTRATION; ACCOUNTS:
You may be required to register with the Site to receive all the benefits of the Site, or to receive certain Services. Your registration on the Site may be referred to as an “account.” You are responsible for your credentials to access the account, which means you should keep your password confidential and not share or otherwise disclose it. Site usernames are the property of Octonuts. Octonuts may refuse to open an account for any person in its discretion. Octonuts reserves the right to remove, reclaim, or change any username in its discretion in accordance with these Terms, including because the username is inappropriate, obscene, infringing, or otherwise objectionable.
DESCRIPTION OF SERVICES:
The Services will be made available through the Site. All Services are subject to availability. Octonuts reserves the right to discontinue the Services, or any part thereof, at any time for any reason.
Prices are posted on the Site and may be subject to change. Promotions are subject to the terms thereof, and they are subject to change and termination.
Octonuts uses commercially reasonable efforts to display accurate descriptions, specifications, and details regarding the Services. Octonuts does not guarantee that the descriptions, specifications, and details will be free from error or that your monitor will display colors and details without modification.
Your purchase will be subject to Octonuts prices then in effect, including applicable shipping and delivery charges and fees, taxes, and any other amounts included in the purchase process.
Octonuts may cancel or delay fulfillment of a purchase if it cannot validate information (in the context of screening for fraud) or confirm your authorized use of Services.
Octonuts reserves the right to fulfill your purchase in one or more deliveries, in its discretion. Octonuts may, in its discretion, limit or cancel quantities purchased by person, household, or order.
PAYMENT FOR SERVICES:
Payment is required in U.S. Dollars.
Octonuts accepts the following forms of payment: Visa, Mastercard, American Express, Discover, and Paypal.
You represent that you have available funds with which to complete any purchases on the Site, and you have authorization to use the payment information submitted with your purchase. You will provide the correct name and contact information, card number, card expiration date, and other card information to fulfill any transactions through the Site, including subscription and recurring transactions.
If you purchase a subscription or agree to a recurring transaction, you authorize Octonuts to charge your payment method on an ongoing basis without further additional authorization, until you cancel the applicable subscription or recurring transaction.
You do not have the right to set off or withhold payment, or deduct any amounts owing to, Octonuts.
SUBSCRIPTION AND RECURRING TRANSACTIONS:
If you purchased a subscription or other recurring transaction on the Site, you may cancel the subscription or recurring transaction through your account. You may also contact a customer service representative to assist with the cancellation. In order to act on your cancellation request, Octonuts requires the cancellation more than  days prior to the date that the subscription or recurring transaction is billed.
SHIPPING AND DELIVERY:
Octonuts will use UPS, FEDEX, or USPS, or another carrier of similar cost and quality, to fulfil shipping and delivery of your purchase. You may have the option to select the carrier and delivery method with your purchase.
TAXES AND RELATED CHARGES:
You are responsible for all sales, use, excise, or similar taxes, or other similar charges, which Octonuts is required to pay (or collect and remit) to any state, local, or other governmental authority imposed on or measured by your purchase.
TRANSFER OF PROPERTY; RISK OF LOSS:
Octonuts retains all right and title to any items you purchase until Octonuts is paid in full. Risk of loss of any kind, including for theft, damage, or destruction, transfers to you when Octonuts delivers the item to the shipping carrier.
Your receipt of Services is governed by the Octonuts Return Policy available at octonuts.com/returns.
NO PROFESSIONAL OR DIETARY ADVICE:
All information on the Site and included with the Services – including product descriptions, promotional videos, social media and marketing, blog posts, or instructions – is for informational purposes only. This information is not a substitute for professional advice. You should read and strictly follow all product labels, packaging inserts, and instructions and all manufacturer directions and warnings.
If you need medical or health advice, you should consult a licensed professional. In particular, speak with a medical or healthcare professional before starting any diet, making any changes to your diet, or even trying certain foods. Claims made about specific nutrients or products have not been evaluated by the FDA.
Octonuts may give you the opportunity to provide a review, comment, message, post, or other information and content (“Your Content”) on the Site. Your Content may be viewable by other users of the Site and will not be treated confidentially or as proprietary. We do not claim ownership of Your Content, and you are solely responsible for Your Content. You give us the unrestricted worldwide right to use, edit, reproduce, and distribute Your Content, including your name, image, and likeness related to or connected with Your Content, in any media format and through any channels, without any additional consent or royalty. Octonuts reserves the right, in its discretion, to edit, rearrange, redact, and otherwise remove or delete any of Your Content. Octonuts has no obligation to monitor Your Content.
You and any other users may provide feedback, suggestions, ideas, and other comments (“Feedback”) to Octonuts at any time. Octonuts does not treat Feedback confidentially and reserves the right to use, profit from, disclose, publish, keep secret, or otherwise exploit the Feedback, without compensating or crediting you or anyone else.
LINKS, SOCIAL MEDIA, AND THIRD-PARTY WEBSITES:
The Site may include the ability to connect with your social media accounts or other websites (“Third-Party Content”) and may link to, or otherwise reference, Third-Party Content. Octonuts does not recommend or endorse any Third-Party Content, all of which you access and use at your own risk and discretion. Third-Party Content is subject to its own legal terms and privacy policies. Octonuts is not responsible for, and has no control over, the privacy or security practices, or the quality or truth of, any Third-Party Content.
As a user of the Site, and in connection with Services, you may not: (1) take any action to interfere with, or disrupt, the Site or any other user’s use of the Site; (2) use, or attempt to use, another person’s account; (3) interfere with, bypass, or circumvent any authentication, or any security or other privacy feature enabled by Octonuts on the Site; (4) post, communicate, or transmit any content that infringes the intellectual property, publicity, or privacy right of another person; (5) harass, threaten, intimidate, bully, or stalk any person; (6) post any information that is untrue; (7) post any content that is not yours; (8) use profane, lewd, filthy, violent, libelous, slanderous, or otherwise objectionable language or statements; (9) post unsolicited advertising, promotional materials, spam, or other similar material; (10) make statements that are discriminatory or offensive, as determined by Octonuts in its discretion; (11) damage, or attempt to damage, the Site; (12) engage in any false or fraudulent activity; (13) engage in conduct constituting a criminal offense or giving rise to civil liability; or (14) use the Site in violation of applicable law.
Octonuts does not allow the framing of the Site, or any part, on any other website. In addition, Octonuts does not authorize the use of spiders, robots, or any other automated devices or programs to scrape, catalog, download, or otherwise reproduce, store, or distribute the Site.
COMPLIANCE WITH LAWS:
You will comply with all applicable laws regarding your access and use of the Site and receipt of the Services.
COPYRIGHT AND DMCA NOTICES:
If you believe your work has been copied in a way that constitutes copyright infringement, or if your intellectual property rights have otherwise been violated, please let us know. We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act (“DMCA”), so long as your notice contains all the information required by DMCA and applicable law. You may reach out to us and send the DMCA Notices to our DMCA Agent, as follows:
Attn: DMCA Notice
1550 Industrial Drive
Stockton, CA 95206
MONITORING USE AND ACTIVITY:
Octonuts has the right, but not the obligation, with or without additional notice, to: (1) monitor the Site for compliance with these Terms, (2) take legal action against any user, including you, who is not in compliance with these Terms, (3) report any activity or conduct to legal authorities, (4) remove any content or disable all or part of the Site, (5) modify the Services, or (6) otherwise manage the Site to protect the rights and property of Octonuts and its other users. To prevent fraudulent transactions, Octonuts may validate information you provide, including your name, address, and payment information, before providing any Services.
TERM AND TERMINATION:
These Terms apply for all use of the Site and receipt of Services. Octonuts may terminate your use of the Site and deny Services at any time and for any reason, including for failure to comply with these Terms. Upon termination, we may delete your account, information, and Your Content.
If we terminate or suspend your account for any reason, you may not register, create, or use another account, whether under your own name, a fake or borrowed name, or any other person, even if authorized by the other person.
The Site and Services are provided on an AS-IS and AS-AVAILABLE basis. To the fullest extent permitted by applicable law, we disclaim all warranties, express or implied, in connection with the Site and your use of the Site and receipt of all Services, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Octonuts makes no warranties or representations regarding the accuracy or completeness of the Site, Services, or any Third-Party Content, and Octonuts assumes no liability or responsibility for any (1) errors, mistakes, or inaccuracies on the Site, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Site or receipt of any Services, (3) any unauthorized access to or use of our servers or any personal information and financial information stored therein, (4) any interruption or cessation of transmission to or from the Site, and (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Site by any third party.
LIMITATIONS OF LIABILITY:
In no event will Octonuts or our affiliates, suppliers, owners, directors, officers, employees, agents, representatives, successors, and assigns be liable to you or anyone else for any indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profits, lost revenue, loss of data, and loss of information, arising from the Site or Services, even if advised of the possibility of such damages. The foregoing notwithstanding, the total liability of Octonuts to you for any cause whatsoever, regardless of the form of the action, whether in contract, tort, or otherwise in equity or under the law, will be limited to the amount paid, if any, by you to Octonuts during the twelve (12) month period prior to any cause of action arising. You may have additional rights under applicable law, including consumer laws, which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in these Terms that directly conflict with such laws may not apply.
You will indemnify and defend Octonuts and its affiliates, suppliers, owners, directors, officers, employees, agents, representatives, successors, and assigns from and against any loss, damage, liability, claim, allegation, or demand, including any reasonable attorney fees and legal costs and expenses, of or to any third-party, arising out of, relating to, or due to any one of, and all of the following: (1) Your Content, (2) your access or use of the Site, (3) your receipt of Services, (4) your failure to comply with these Terms, and (5) your untrue or incomplete representation to Octonuts.
Octonuts reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify or defend an indemnified party, and you agree to cooperate, at your expense, with that defense. Upon becoming aware of a matter that may be covered by this paragraph, Octonuts will use reasonable efforts to notify you of the matter.
CHOICE OF LAW:
These Terms are governed by the laws of the State of California, including its statutes of limitations, without regard to conflict of laws principles.
To avoid unnecessary costs and delays in resolving any dispute, controversy, grievance, or claim arising out of or related in any way to these Terms, the Site, or any Service, or any transaction by you and Octonuts contemplated by these Terms (each a “Dispute”), you and Octonuts agree to submit the Dispute to informal negotiation for at least 30 days before, and as a condition to, commencing arbitration. Informal negotiation begins upon delivery of written notice to the other party containing a description of the Dispute and the resolution sought. The informal negotiation process in this section is required before a party can proceed to arbitration.
The parties agree that any Dispute which cannot be resolved in accordance with the informal negotiation section above shall be solely and finally settled through binding arbitration. You acknowledge that by submitting to binding arbitration, you are waiving the right to a jury trial and litigation in court.
The parties agree to arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and subject, where applicable, to the Consumer Arbitration Minimum Standards (the “JAMS Rules”), available at jamsadr.com. The language of arbitration is English. The place of arbitration is San Joaquin County, California, provided that for consumer arbitration, the place will be in accordance with the JAMS Rules.
The parties agree that arbitration will be conducted with the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and the Consumer Arbitration Rules, available at www.adr.org. The language of arbitration is English. The place of arbitration is San Joaquin County, California.
Your arbitration fees and share of arbitrator compensation is governed by and may be limited to the extent set forth in the JAMS Rules. If the arbitrator determines such fees and amounts are excessive, Octonuts will pay the excessive portion. Arbitration may be conducted in person, through submission of documents, by phone, or online. The arbitrator will issue its decision in writing, and a statement of reasons is not required unless requested by either party. The arbitrator shall follow applicable law.
The arbitrator has exclusive authority and jurisdiction to make all procedural and substantive decisions regarding the Dispute, including a determination of whether the Dispute is arbitrable, and also to grant any remedy that would otherwise be available in court, consistent with these Terms.
Each party bears its own costs relating to the arbitration proceedings irrespective of its outcome. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
If for any reason, a Dispute proceeds in court rather than arbitration, the parties agree that the courts in San Joaquin County, California have sole and exclusive personal jurisdiction and venue of the Dispute. The parties consent to such jurisdiction and venue, and they each hereby waive any defense that such forum is improper or inconvenient.
The foregoing notwithstanding, the parties agree that the following Disputes are excluded from the informal negotiation and arbitration requirements of these Terms: (1) any Dispute seeking to enforce or protect, or concerning the validity of, the intellectual property rights of Octonuts, (2) any Dispute relating to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use or access of the Site or Services, or (3) any claim for injunctive relief.
ELECTRONIC SIGNATURES, COMMUNICATIONS, AND CONSENT:
You consent to the use of electronic signatures, contracts, purchases, and other records, and you further consent to the electronic delivery of notices, correspondence, policies, and records, and of any modifications thereto. You consent to receive electronic communications via email and on the Site, including through your account on the Site, and acknowledge that these communications satisfy any requirement that the communication be made in writing by Octonuts. You waive any defense you may have based on the electronic form of these Terms and the lack of signature block.
These Terms, together with any policy and other agreements referenced in these Terms, constitute the sole and exclusive agreement and understanding of you and Octonuts regarding the subject matter hereof and regarding any transactions on the Site and for Services. The failure of Octonuts to exercise or enforce any right or remedy, or to take any action, is not a waiver unless made in writing by Octonuts. Octonuts may assign these Terms, including any of its rights and obligations, to any other person at any time without notice or consent. Octonuts is not responsible or liable for any loss, damage, delay, or failure to act due to any cause beyond the reasonable control of Octonuts. If any clause or portion of these Terms is held by an arbitrator or a court of competent jurisdiction, as applicable, to be illegal, invalid, or unenforceable, the parties consent that such clause or portion be reformed, limited, or eliminated to the minimum extent necessary so that these Terms otherwise remain in full force and effect, and the remainder of the Terms will remain in full force and effect.
Except as otherwise provided in these Terms, if you have a question or need to contact Octonuts, you may contact us at octonuts.com/contact. Otherwise, please contact us at:
Attn: Legal Notices
1550 Industrial Drive
Stockton, CA 95206