Nuvothera Privacy Policy

Protecting your privacy is really important to us. With this in mind, we’re providing this Privacy Policy to explain our practices regarding the collection, use and disclosure of information that we receive through our Website. This Privacy Policy does not apply to any third-party websites, services or applications, even if they are accessible through our Website. Also, please note that, unless we define a term in this Privacy Policy, all capitalized terms used in this Privacy Policy have the same meanings as in our Terms of Use and Conditions of Purchase (“Terms”).  So, please make sure that you have read and understand our Terms.

Revisions to this Privacy Policy

Any information that is collected via our Website is covered by the Privacy Policy in effect at the time such information is collected. We may revise this Privacy Policy from time to time. If we make any material changes to this Privacy Policy, we’ll notify you of those changes by posting them on the Website or by sending you an email or other notification, and we’ll update the “Last Updated Date” above to indicate when those changes will become effective.

Collection and Use of Information

Information Collected or Received from You

We collect personally identifiable information (“Personal Information”) about you via our Website when you provide it in connection with a request for a product, service, or information. In addition, if using a mobile device to access the Website, we collect the device’s Unique Device Identifier which may be considered Personal Information. In general, you may browse our Website without providing any Personal Information other than the Unique Device Identifier when using a mobile device. However, if, for example, you decide to place an order, we will ask you for Personal Information such as your name, delivery and billing address, phone number(s), email address, credit card number and its expiration date. If you choose to complete a user registration form, survey, sweepstakes or contest entry form, we may ask you for information such as your contact information (e.g., name, e-mail address and mailing address), age group or birth date. You can change or update your Personal Information on the Website by changing your account information. Occasionally, we may also ask you for other information such as gender, income level, and information about your prior experiences with Nuvothera’s products. When you submit your Personal Information to the Website, you are giving your consent to the collection, use and disclosure of your Personal Information as set forth in the Policy.

We may also collect, store or accumulate certain aggregate, non-personally identifiable information concerning your use of this Website, such as information regarding which of our pages are most popular, your IP address, browser type such as Internet Explorer^®, Safari^®, Chrome^®, etc., city, time zone, referring URL, and operating system such as Windows^®, Mac^®, iOS^® or Android^®. Information gathered may be used in aggregate form for internal business purposes, such as generating statistics, developing marketing plans, customizing content, and improving the Website. We may share or transfer such aggregate, non-personally identifiable information with or to our affiliates, licensees and partners.

We do not knowingly collect personal information from children under the age of 13. However, if the parent or guardian of a child under 13 believes that the child has provided us with personally identifiable information, the parent or guardian of that child should contact us at support@prosoria.com if they want this information deleted from our files so that it is not in retrievable form. If we otherwise obtain knowledge that we have personally identifiable information about a child under 13 in retrievable form in our files, we will delete that information from our existing files so that it is not retrievable.

Use/Disclosure of Personal Information

Nuvothera may use the Personal Information that you provide to fulfill your request for a product, information, or other service, or respond to an email or other request, as well as to create and deliver to you our newsletters or surveys, email and postal mail marketing communications containing product information, usage tips or promotions, help improve our Website or services, or customize visitors’ experience at our Website. Nuvothera may also make your name, email address, mailing address and/or telephone number available to carefully selected business partners, vendors and other third party organizations to provide you with information about products, services and special offers we think may interest you or to improve our products, services and advertising. Many of our users find this a valuable and time-saving service.

We want to communicate with you via email and/or postal mail correspondence only if you want to hear from us. If for any reason you would no longer like to receive email and/or postal mail messages from Nuvothera, you can click here to remove yourself. In addition, if you do not want us to share your personal information with third party organizations, you can email us at support@prosoria.com to remove yourself. Please allow up to 10 days for us to process your request.

Please note, if you opt not to receive marketing emails from Nuvothera, you may still receive “Transactional” email or postal mail correspondence regarding your order (i.e. order confirmation, shipping information, customer service notifications, etc.) If you have questions or concerns regarding this statement, please contact us at support@prosoria.com. We may contract with third party companies or individuals to provide certain services including email and hosting services, credit card processing, shipping, data management, surveys and marketing, promotional services, to assist in preventing or deterring fraud, etc. We call them our “Service Providers.” We may share Personal Information with Service Providers solely as appropriate for them to perform their functions, but they may not use such information for any other purpose.

We do not share your credit card information with unaffiliated third parties unless you authorize us to do so, or if it is necessary to fulfill our responsibilities including, but not limited to, delivering a product or service that you order.

Nuvothera in its sole discretion may disclose Personal Information in certain circumstances: (1) when we have reason to believe that disclosing this information is necessary to identify, contact, or bring legal action against someone who may cause injury to or interference with (either intentionally or unintentionally) the legal rights of Nuvothera or the Website, or to anyone that could be harmed by such activities; (2) when we believe in good faith that the law requires it, including compliance with legal process served on Nuvothera; and (3) in situations involving threats to the physical safety of any person or entity.

Information about our users, customers, and the Website is one of our most important business assets. Therefore, such information, including Personal Information, may be disclosed as part of any merger or acquisition, creation of a separate business, or the sale or pledge of Nuvothera assets as well as in the event of an insolvency, bankruptcy or receivership in which Personal Information would be transferred as one of the business assets of Nuvothera.

Technology Utilized

Like many e-commerce websites, we employ several commonly used technologies on this Website such as: cookies, clear gifs, networking traffic monitoring and active scripting. We use these to monitor the performance of the Website, measure its effectiveness, tailor our products, services and advertising to suit the personal interests of you and others, estimate our audience size, assist our online merchants to track visits to and sales at our Website and to process your order, track your status in our promotions, contests and sweepstakes, and/or analyze your visiting patterns. In addition, we may outsource these tasks to third parties; however, the third parties may not use or disclose your Personal Information for any other purpose.

“Cookies” are small pieces of information stored by your browser on your computer’s hard drive. Most web browsers automatically accept cookies, but you can usually change your browser to prevent this. However, if you disable cookies, you may be unable to order products or use other features of our Website and you may have less than a satisfactory experience.

“Clear gifs” (also known as “web beacons” or “pixel tag”) are tiny graphics with a unique identifier, similar in function to cookies, and are used to help us monitor activity on our Website and better optimize our advertising.

“Network traffic monitoring” is programming that monitors and analyzes network traffic, and can be used to capture data being transmitted on a network, including plain-text data and computer IP addresses.

“Active scripting” is programming code that is designed to collect information about your interactions with the Website, such as which links you click on. The code is temporarily downloaded onto your computer or mobile device from our server or a third party service provider, is active only while you are connected to the Website, and is deactivated or deleted thereafter.

We may combine automatically collected aggregate information with your Personal Information. In those cases, we will apply this Policy to the combined information.

Ads and Information About You

We may work with third parties, such as network advertisers and ad exchanges that use tracking technologies on our Website in order to provide tailored advertisements on our behalf and/or on behalf of other advertisers across the Internet and we may use third party analytics service providers to evaluate and provide us and/or third parties with information about the use of these ads on third party sites and viewing of ads and of our content. Network advertisers are third parties that display advertisements, which may be based on your activities (including past visits to our Website) across the Internet and mobile media (“Behavioral Ads”). Behavioral Ads enable us to target advertisements to you for products and services in which we believe you might be interested. If you object to receiving Behavioral Ads from us on third party sites, you can learn more about your ability to limit Behavioral Ads below. Our third party ad network and exchange providers, the advertisers and/or traffic measurement services may themselves set and access their own technologies on your device and track certain behavioral usage information via a device identifier. These third party technologies may be set to, among other things: (a) help deliver advertisements to you that you might be interested in; (b) prevent you from seeing the same advertisements; and (c) understand the usefulness of the advertisements that have been delivered to you.

Statements regarding our practices do not apply to the methods for collecting information used by these third parties or the use of the information that such third parties collect. We do however work with third parties to make efforts to have you provided with information on their practices and any available opportunity to exercise choice. We make no representations regarding the policies or practices of third party advertisers or advertising networks or exchanges or related third parties.

Further, while sites use a variety of companies to serve advertisements, you may wish to visit http://www.networkadvertising.org/optout_nonppii.asp, which provides information regarding this practice by Network Advertising Initiative (“NAI”) members, and your choices regarding having this information used by these companies, including the “opt-out” procedures of NAI members. Opting out of one or more NAI members only means that those NAI members no longer will be allowed under their own rules to deliver Behavioral Ads to you, but does not mean you will no longer receive any targeted content and/or ads. Also, if your browsers are configured to reject cookies when you visit this opt-out page, or you subsequently erase your cookies, use a different device or change web browsers, your NAI opt-out may not, or may no longer, be effective. You may also opt-out of receiving Behavioral Ads on participating sites and services by visiting the Digital Advertising Alliance (“DAA”) website (or if located in the European Union click here). Similar limitations may apply to the DAA opt-out. We are not responsible for effectiveness of or compliance with any third parties’ opt-out options or programs.

External Links

Our Website may offer links to and from other third party sites. We are not responsible for the content or information on those websites. In addition, other websites have their own privacy policies. If you visit one of these sites, you may want to review the privacy policy on that site. For example, you may have linked to the Website through a banner advertisement on another site. In such cases the site you have linked from may collect information from people who click on the banner or link. Please refer to the privacy policies on those sites to see how they collect and use your information.

International Users

Like almost every website, our Website may be accessed by an international audience. By visiting our Website and providing us with data, you acknowledge and agree that your Personal Information may be processed for the purposes identified in this policy. In addition, such data may be stored on servers located outside your resident jurisdiction and in jurisdictions which may have less stringent privacy practices than your own. By providing us with your data, you consent to the transfer of such data.

Responding to Do Not Track Signals

Our Site does not have the capability to respond to “Do Not Track” signals received from various web browsers.

The Security of Your Information

We take reasonable administrative, physical and electronic measures designed to protect the information that we collect from or about you (including your Personal Information) from unauthorized access, use or disclosure. Please be aware, however, that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information.

Your California Privacy Rights

California residents may request and obtain from us, once a year, free of charge, a list of third parties, if any, to which we disclosed their Personal Information for direct marketing purposes during the preceding calendar year and the categories of Personal Information shared with those third parties. If you are a California resident and wish to obtain that information, please submit your request by sending us an email at support@prosoria.com with “California Privacy Rights” in the subject line or by writing to us at support@prosoria.com. 

Questions?

Please contact us at support@prosoria.com if you have any questions about our Privacy Policy.

Terms of Use and Conditions of Purchase

Welcome to this product website (the “Website”), owned and operated by Nuvothera, Inc., a Delaware corporation (“Nuvothera”, “us”). This Agreement of Use and Conditions of Purchase and any amendments or supplements to it, (the “Agreement”) form a legally binding agreement between you and Nuvothera. This Agreement governs your access to and use the Website, any order you place through the Website or by telephone, and, as applicable, your use or attempted use of our products and services (collectively, “Your Use”).

Agreement to Terms

Your Use of the Website shall be deemed to constitute your consent to be bound by this Agreement and shall be enforceable in the same way as if you had signed this Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE WEBSITE, DO NOT ORDER, AND DO NOT USE A PRODUCT.

THIS AGREEMENT INCLUDES A MANDATORY ARBITRATION AGREEMENT, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY CLAIM (DEFINED BELOW) TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. IF YOU WANT TO OPT-OUT OF THIS MANDATORY ARBITRATION AGREEMENT, THE ARBITRATION SECTION BELOW DESCRIBES THE PROCEDURES YOU MUST FOLLOW TO DO SO. THE ARBITRATION AGREEMENT REQUIRES INDIVIDUAL ARBITRATION INSTEAD OF JURY TRIALS AND CLASS ACTIONS.

Privacy Policy

Please refer to our Privacy Policy (www.prosoria.com/privacy-policy) for information on how we collect, use and disclose information from our users.  You acknowledge and agree that your use of the Website is subject to our Privacy Policy.

Changes to Agreement

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Website after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Website anymore. Because our Website are evolving over time we may change or discontinue all or any part of the Website, at any time and without notice, at our sole discretion.

Who May Use the Website

Eligibility

You may use the Website and order Product only if you are not barred from using the Website or ordering Product under applicable law and are either (1) 18 years or older and have the power to enter into a binding contract with us and not be barred from doing so under any applicable laws; or (2) 13 years or older and have your parent or guardian’s consent to the Agreement.  The Website is not intended for children under the age of 13 and no person under the age of 13 may use the Website.  If you use the Website, you are affirming that you are at least 13 years old.

Feedback

We welcome feedback, comments and suggestions for improvements to the Website (“Feedback”). You can submit Feedback by emailing us at support@nuvothera.com.  You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

General Prohibitions and Nuvothera’s Enforcement Rights

You agree not to do any of the following:

• Use, display, mirror or frame the Website or any individual element within the Website, Nuvothera’s name, any Nuvothera trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Nuvothera’s express written consent;
• Access, tamper with, or use non-public areas of the Website, Nuvothera’s computer systems, or the technical delivery systems of Nuvothera’s providers;
• Attempt to probe, scan or test the vulnerability of any Nuvothera system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Nuvothera or any of Nuvothera’s providers or any other third party (including another user) to protect the Website;
• Attempt to access or search the Website through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Nuvothera or other generally available third-party web browsers;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing a Nuvothera trademark, logo URL or product name without Nuvothera’s express written consent;
• Use the Website for any commercial purpose or for the benefit of any third party or in any manner not permitted by this Agreement;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Website to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Website;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Website;
• Collect or store any personally identifiable information from the Website from other users of the Website without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Website, we have the right to do so for the purpose of operating the Website, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We have the right to investigate violations of this Agreement or conduct that affects the Website. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Links to Third Party Websites or Resources

The Website may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

Termination

We may terminate your access to and use of the Website, at our sole discretion, at any time and without notice to you.  Upon any termination, discontinuation or cancellation, all provisions of this Agreement which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Warranty Disclaimers

THE WEBSITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Website will meet your requirements or be available on an uninterrupted, secure, or error-free basis.

THE INFORMATION (INCLUDING, WITHOUT LIMITATION, ADVICE AND RECOMMENDATIONS) ON THE WEBSITE IS NOT INTENDED AS MEDICAL OR HEALTHCARE ADVICE, OR TO BE USED FOR MEDICAL DIAGNOSIS OR TREATMENT, FOR ANY INDIVIDUAL PROBLEM. IT IS ALSO NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE AND SERVICES FROM A QUALIFIED HEALTHCARE PROVIDER FAMILIAR WITH YOUR UNIQUE FACTS. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER REGARDING ANY MEDICAL CONDITION BEFORE STARTING ANY NEW TREATMENT. YOUR USE OF THE WEBSITE IS SUBJECT TO THE ADDITIONAL DISCLAIMERS AND CAVEATS THAT MAY APPEAR THROUGHOUT THE WEBSITE.

NUVOTHERA AND ITS AGENTS ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE INFORMATION, SERVICES, OR OTHER MATERIAL ON THE WEBSITE. WHILE NUVOTHERA STRIVES TO KEEP THE INFORMATION ON THE WEBSITE ACCURATE, COMPLETE, AND UP-TO-DATE, NUVOTHERA CANNOT GUARANTEE, AND WILL NOT BE RESPONSIBLE FOR, ANY DAMAGE OR LOSS RELATED TO THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION ON THE WEBSITE.

Product, Services, Medical & Scientific Information 

Nuvothera reserves the right, without prior notice, to discontinue or change specifications and prices on products without incurring any obligation to you. Nuvothera takes reasonable precautions to try to ensure that the prices quoted on the Website are correct. Any medical or scientific information contained in our Website, including without limitation any information regarding any products or services available through our Website, is provided for your general informational purposes, and we make no representation or warranty that such information is accurate or complete.  No such information is intended, nor should it be construed, as providing any type of medical advice, nor is it intended to serve as a substitute for the advice, diagnosis or treatment by a licensed physician or other healthcare professional. This Website is not intended to provide comprehensive information regarding the potential uses, precautions, side effects, contraindications or interactions of any products or services made available through our Website. Please follow the instructions, directions and warnings contained in the product labeling and consult with your physician or other healthcare provider to obtain information specific to your healthcare needs prior to using any such products or services.

Purchasing Product

Nuvothera reserves the right, without prior notice, to discontinue or change specifications and prices on products without incurring any obligation to you. Nuvothera takes reasonable precautions to try to ensure that the prices quoted on the Website are correct, and to describe the items available on the Website as accurately as possible and to depict the most up to date packaging. However, when ordering products, please note that Nuvothera does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that product packaging depicted on the Website will match the actual product that you receive. If a product described on the Website is not as described when you receive it, or the packaging on the Website does not match the product you receive, your sole remedy is to return it to us in an unused and undamaged condition in accordance with our Return Policy, which is listed on the Website and under FAQs. If you are not completely satisfied in the first 30 days after your initial order, you must email us at support@nuvothera.com or call us at 1-833-776-7483 in accordance with our 30-Day Money Back Guarantee Policy which is also listed on the Website and under FAQs.  Nuvothera’s descriptions of, or references to, products not owned by Nuvothera do not imply endorsement of that product, or constitute a warranty by Nuvothera.

Please be aware that prices, availability and other purchase terms are subject to change without prior notice. We make every effort to ensure the accuracy of the information on the Website and to correct errors once discovered. Nuvothera reserves the right to revoke any stated offer to correct any errors, inaccuracies, or omissions, including after an order has been submitted, after it has been confirmed, or after your credit card has been charged. If we discover an error has occurred after your credit card has been charged and your order is canceled as a result of the error, your credit card will be refunded the full amount of your order.

If you order a product, payment must be received by Nuvothera prior to Nuvothera’s acceptance of the order. Nuvothera may require additional information regarding your order if you have not provided all of the information required, and may cancel or limit an order any time after it has been placed.  Your order is expressly conditioned on acceptance of this Agreement. Once a properly completed order, your authorization and a form of payment has been received, we will promptly locate the item(s) you have ordered to place them in line for shipment. All items are subject to availability. We will promptly inform you if the product(s) you have ordered are not available and we may offer you alternative product(s) of equal quality and value.

Nuvothera does not accept orders from dealers, wholesalers, or customers who intend to resell items offered on the Website. If Nuvothera discovers that you are placing orders with the intent to resell items offered on the Website, we will immediately cancel your order, suspend or terminate your account, and pursue any and all available legal remedies from you under applicable law. To the extent your conduct may be fraudulent, such as purchasing products through the use of fake or stolen cards, Nuvothera reserves the right to report you to federal, state and/or local enforcements authorities.

Nuvothera will add applicable shipping and handling fees to your order. Unless otherwise noted, Nuvothera will use commercially reasonable efforts to ship products within a reasonable time after receipt of your properly completed order. Although Nuvothera may provide delivery or shipment timeframes or dates, you understand that those are Nuvothera’s good-faith estimates and may be subject to change. You further understand that product availability may be limited and particular products may not be available for immediate delivery, in which case the products will be delivered when they become available. If your order will be delayed (either from the date specified at the time of order or, if no date was specified, beyond 30 days from the date of your order). Nuvothera will use reasonable good faith efforts to contact you. If Nuvothera cannot contact you or you no longer wish to receive the item, Nuvothera will cancel the order and promptly refund the amount tendered, and will do so within 7 business days if made using third-party credit card, such as a Visa or MasterCard. Nuvothera shall not be liable for any loss, damage, cost, or expense related to any delay in shipment or delivery. All items purchased from the Website are delivered to shipment carriers. The risk of loss and title for such items pass to you upon our delivery to the carrier. Nuvothera may reject orders where the stated delivery address is outside the United States.

In the United States, Nuvothera is required to collect applicable state and local sales tax on orders shipped to certain states. Taxes apply to most merchandise, but some states exclude certain items, like food products. Some taxing authorities also require the taxable amount to include any shipping and handling charges, while others charge sales tax only on merchandise. Nuvothera is required to follow the rules of each state. Your final order total will include the appropriate state and local taxes. Qualifying States: CA, CO, IA, LA, NC, OH, and PA.

In ordering products through the Website, by telephone, or otherwise, you agree to provide only true, accurate, current, and complete payment information. By placing an order, you represent and warrant that you will only provide payment information which is yours or for which you are authorized to provide. Nuvothera shall have the right to cancel your order or to suspend or terminate your account if we have grounds to believe that you have provided inaccurate, not current, fraudulent, or incomplete payment information to Nuvothera, or for any other reason that we, in our sole discretion, deem appropriate. You agree that your placement of an electronic order on the Website is sufficient to satisfy any applicable Statute of Frauds, and no further writing is required.

Nuvothera does not directly sell certain Nuvothera products in any jurisdiction other than the United States of America, as these products may not be approved for sale in other jurisdictions. While Nuvothera may choose to accept orders for the purchase of its products from non-U.S. residents, the acceptance of such orders and the sale of such products will be subject to the following conditions:

(a) You agree that the purchase of any Nuvothera products by you, as a non-U.S. resident, shall be (i) ex works Nuvothera’s facilities in the United States per Incoterms 2010, with all title risk and loss in the products passing to you in the United States; and (ii) for your own personal use only and not for further resale or distribution in any manner;

(b) You agree not to order more than a ninety (90) day supply of any consumable products within any ninety (90) day period;

(c) You hereby expressly authorize and direct Nuvothera to load and ship the purchased products to your shipping address, and to contract on your behalf with a courier company for that purpose; and

(d) You are the principal importer of record and will undertake responsibility for all applicable taxes, shipping, customs clearance, duties and import requirements from Nuvothera’s facilities in the United States to your foreign shipping address.

You are obligated to provide current, complete, and accurate information for your billing account. You are responsible for promptly updating all information to keep your billing account current, complete, and accurate (e.g., change in billing address, credit card number, or credit card expiration date). You must promptly notify us if your credit card information is cancelled or is no longer valid (e.g., loss or theft). Changes to such information can be made by calling a Nuvothera representative at the telephone number listed on the Website under Contact Us. You may return items in accordance with the Return Policy instructions that accompany your product shipments or, if you are uncertain about your right to return the product, you may also call us at 1-833-776-7483. Invoiced items not paid within 28 days of receipt will be considered past due and Nuvothera will send you communications to collect past due balances. If you fail to timely update your credit card information or fail to timely pay by check, your membership in our Subscription Program may be terminated and your account may be sent for collection.

You may return items in accordance with the Return Policy instructions that accompany your product shipments or, if you are uncertain about your right to return the product, you may also contact us here. Nuvothera will refund your payment when your product is timely returned or cancelled, and within 7 business days of our receipt of the returned product if purchased using third-party credit, such as a Visa or MasterCard.

The information communicated on the Website constitutes an electronic communication. When you communicate with Nuvothera through the Website or via other forms of electronic media, such as e-mail, or social media, you are communicating with Nuvothera electronically. You agree that Nuvothera may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that Nuvothera provides to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication (e.g., by Nuvothera or you).  

You further acknowledge and agree that by clicking on the button labeled “SUBMIT”, “DOWNLOAD”, “I ACCEPT” or such similar links as may be designated by Nuvothera, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Agreement and any hyperlinks contained herein. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE WEBSITE OR SERVICES OFFERED BY COMPANY. Furthermore, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature, delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

You acknowledge that telephone calls to or from Nuvothera are monitored and recorded and you agree to such monitoring and recording.

You verify that any contact information provided to Nuvothera, including, but not limited to, your mailing address, shipping address, e-mail address, residential phone number, and mobile phone number is true and accurate. You further verify that you are the telephone subscriber and/or that you own any telephone numbers that you provide to Nuvothera. You acknowledge that by voluntarily providing your telephone numbers to Nuvothera, you expressly agree to be contacted at the telephone numbers you provide.

You consent to receive e-mails, pre-recorded voice messages and/or autodialed calls (including text messages) by or on behalf of Nuvothera relating to this Agreement, any purchase or transaction with Nuvothera, matters related to your account (including debt collection), and promotions regarding Nuvothera’s products. These communications may be made by or on behalf of Nuvothera, even if your phone number is registered on any state or federal Do Not Call list. You acknowledge that you may incur a charge for these calls by your telephone carrier and that Nuvothera will not be responsible for these charges.

Nuvothera may obtain, and you expressly agree to be contacted at, e-mail addresses, mailing or shipping addresses and phone numbers provided by you directly or obtained through other lawful means, such as skip tracing. You agree to provide Nuvothera notice within 30 days of any change to your contact information. Your consent to this communications provision is not required to make any purchase with Nuvothera.

Indemnity

You will indemnify and hold harmless Nuvothera and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Website, or (ii) your violation of this Agreement.

Limitation of Liability

NEITHER NUVOTHERA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NUVOTHERA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL NUVOTHERA’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS YOU HAVE PAID TO NUVOTHERA CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO NUVOTHERA, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NUVOTHERA AND YOU.

Trademark Notices

Prosoria^™ is a trademark of Nuvothera. All other trademarks and service marks displayed on the Website are the property of Nuvothera. You may not use or display any trademarks or service marks owned by Nuvothera without Nuvothera’s prior written consent.

Dispute Resolution

Governing Law

This Agreement and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.

Agreement to Arbitrate

You and Nuvothera agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Website (collectively, “Disputes”) will be settled by binding arbitration. Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Nuvothera with written notice of your desire to do so by email or regular mail at support@prosoria.com or 1120 South Fwy., Suite 132, Fort Worth, TX 76104 within thirty (30) days following the date you first agree to this Agreement (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Nuvothera with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute. If you timely provide Nuvothera with an Arbitration Opt-out Notice, then the exclusive jurisdiction and venue will be the state and federal courts located in Delaware and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Nuvothera with an Arbitration Opt-out Notice, you acknowledge and agree that you and Nuvothera 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. Further, unless both you and Nuvothera otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

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. (The AAA provides a general Demand for Arbitration and a separate Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and Nuvothera otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Nuvothera submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. 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. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Nuvothera will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Nuvothera will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the “Modification” section above, if Nuvothera changes this “Dispute Resolution” section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email to support@prosoria.com ) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Nuvothera’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Nuvothera in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

General Terms

This Agreement constitute the entire and exclusive understanding and agreement between Nuvothera and you regarding the Website, and this Agreement supersede and replace any and all prior oral or written understandings or agreements between Nuvothera and you regarding the Website. If any provision of this Agreement is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Arbitration” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You may not assign or transfer this Agreement, by operation of law or otherwise, without Nuvothera’s prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null. Nuvothera may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Nuvothera under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Nuvothera’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Nuvothera. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

Contact Information

If you have any questions about this Agreement or the Website, please contact Nuvothera: 

Email: support@nuvothera.com
Phone: 1-833-776-7483
Mail: 1120 South Fwy., Suite 132, Fort Worth, TX 76104