VITAL PROTEINS, LLC TERMS AND CONDITIONS
Last updated: May 29, 2019
These Terms and Conditions (the “Terms” or “Terms and Conditions”) govern your access or use of the VitalProteins.com website and any other applications, content, products, and services (collectively, the “Service”) made available by Vital Proteins, LLC, or its representatives, affiliates, officers and directors (collectively, “Vital Proteins,” “us,” “we,” or “our”). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND VITAL PROTEINS.
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service. By accessing or using the Service you confirm your agreement to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
PLEASE NOTE: THESE TERMS AND CONDITIONS CONTAIN A MANDATORY ARBITRATION AGREEMENT. PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE ALL DISPUTES WITH THE COMPANY ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION, AND REQUIRE YOU TO FOREGO JURY TRIALS, CLASS ACTIONS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY AND EVERY KIND, UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT-OUT PROCEDURES DESCRIBED BELOW. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
Supplemental terms may apply to certain Services, such as policies for a particular program, activity, or promotion. Supplemental terms are in addition to, and shall be deemed a part of, these Terms and Conditions. Supplemental terms shall prevail over these Terms only in the event of a conflict with respect to the applicable Services.
I. ARBITRATION AGREEMENT
By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against Vital Proteins on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Vital Proteins, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Vital Proteins by someone else.
Agreement to binding arbitration between you and Vital Proteins
You and Vital Proteins agree that any dispute, claim, or controversy arising out of or relating to (a) any part of these Terms, or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, will be settled by binding arbitration between you and Vital Proteins, and not in a court of law in any jurisdiction.
The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
You acknowledge and agree that you and Vital Proteins are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Vital Proteins agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Vital Proteins each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyright rights, trademarks, trade secrets, patents or other intellectual property rights.
Rules and governing law
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and any supplementary rules (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms & Conditions.
Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Illinois, without regard to its conflict of laws provisions.
Arbitration process
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. You can contact AAA for more information on how to commence an arbitration proceeding at www.adr.org or 1-800-778-7879.
For claims under $10,000, you may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. If your claim at or above $10,000, your right to a hearing will be determined by the AAA Rules.
Payment of all filing, administration and arbitrator fees will be governed by the AAA’s applicable rules. We will reimburse those fees for claims totaling less than $10,000. Likewise, Vital Proteins will not seek attorneys’ fees and costs in arbitration.
Arbitrator’s decision
The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties.
Changes to Arbitration Agreement
Notwithstanding the provisions in Section I above, regarding consent to be bound by amendments to these Terms, if Vital Proteins changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing Vital Proteins written notice of such rejection within 30 days of the date such change became effective. This written notice must be provided either by mail or hand delivery to our registered agent for service of process, c/o Laura C. Seidensticker, 3400 Wolf Road, Franklin Park, Illinois, 60131. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Vital Proteins in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).
Opt-out procedure
IF YOU ARE A NEW USER OF OUR SERVICES, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THESE TERMS AND CONDITIONS FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO VITAL PROTEINS, LLC,c/o Legal Department, 3400 Wolf Road, Franklin Park, Illinois, 60131. To be effective, your Opt-Out Notice must contain your name, address, and signature. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, all other parts of these Terms and Conditions will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.
II. SEVERABILITY, SURVIVAL AND WAIVER
If any portion of these Terms and Conditions is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
The failure of Vital Proteins to assert a right under these Terms or insist upon compliance with any term or condition of these Terms shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by you.