INDIVIDUAL PURCHASER TERMS OF PURCHASE AND LIMITATIONS OF USE OF ZERAMAX™
|1.||NO LICENSE IS GRANTED UNDER ANY PATENT WITHIN THE JDS THERAPEUTICS, LLC AND ITS SUBSIDIARY, NUTRITION 21, LLC, PATENT PORTFOLIO EXCEPT TO USE ZERAMAX™ CHROMIUM 2-PYRIDINE CARBOXYLATE + BIOTIN AS A MEDICAL FOOD FOR THE DIETARY MANAGEMENT OF TYPE 2 DIABETES.|
|2.||JDS Therapeutics LLC (“JDS”) holds directly or through its Nutrition 21, LLC subsidiary a number of patents on combinations of Chromium 2-Pyridine Carboxylate and other materials and/or their uses, including, but not limited to, US RE 39,480 and 5,789,401 (the “JDS Patent Portfolio”).|
|3.||SCOPE: This Agreement sets forth the Terms that apply to CUSTOMER’s Orders of ZERAMAX™ Chromium 2-Pyridine Carboxylate+Biotin (hereinafter referred to as “ZERAMAX” or “PRODUCT”) from JDS Therapeutics, LLC, 3 Manhattanville Road, Purchase, NY 10577 (“JDS”). CUSTOMER agrees that he/she is purchasing the PRODUCT for personal use and not for any other use, including, but not limited to, distribution or resale.|
|4.||The sale of ZERAMAX™ by JDS is conditioned on this INDIVIDUAL PURCHASER TERMS OF PURCHASE AND LIMITATIONS OF USE OF ZERAMAX™whether or not covered by patents, and JDS has specifically relied upon these limitations in making the sale.|
|5.||ZERAMAX™ may not be used in in-vitro or in-vivo animal studies or human clinical studies without the express permission of JDS.|
6.1 If CUSTOMER orders a single bottle of PRODUCT, CUSTOMER’s Credit Card will be charged for a single bottle of PRODUCT and no further PRODUCT will be shipped until CUSTOMER places another order on the website.
6.2 If CUSTOMER joins the ZERAMAX™ Advantage Program, CUSTOMER will receive three (3) bottles of PRODUCT and be charged the applicable charge for each bottle of PRODUCT for three (3) consecutive months beginning with the month of the initial Order. After each three (3) month period, another three (3) bottles of PRODUCT will be shipped and charged monthly for three (3) consecutive months beginning with the month of shipment. The minimum commitment for purchases under the Advantage Program is three (3) months. CUSTOMER may cancel participation in the Advantage Program anytime after three (3) months.
7.1 All payments will be charged to CUSTOMER’s Credit Card on file, and CUSTOMER authorizes JDS to make such charges to his/her Credit Card.
7.2 CUSTOMER shall pay agreed to shipping charges for each single bottle of PRODUCT ordered. Orders as part of the ZERAMAX™ Advantage Program include free shipping.
7.3 Any tax or related charge resulting from CUSTOMER’s Order or any activities hereunder, exclusive of any tax based on or measured by income of JDS which JDS shall be required to pay to or collect for any government, shall be charged to CUSTOMER as a separate item.
|8.||TITLE AND RISK OF LOSS: Title and risk of loss or damage to PRODUCT shall pass to CUSTOMER on delivery to CUSTOMER.|
9.2(a) Non-Warranty Returns for single bottles purchased: JDS guarantees your satisfaction with a money back guarantee for 30 days from the date of your purchase on all unopened bottles. If you would like to return your bottle of ZERAMAX™ for any reason, please call Customer Service (888-937-2629) to obtain a return authorization code and instructions to return the unopened bottles. CUSTOMERS are responsible for return shipping costs. Please note charges and credits will appear as JDS Therapeutics on your bank or credit card statement. Only sealed and unopened PRODUCT may be returned. No credit will be issued for returns shipped by CUSTOMER more than thirty (30) days from the date of purchase.
9.2(b) Non-Warranty Returns for bottles purchased under the ZERAMAX™ Advantage Program: JDS guarantees your satisfaction. CUSTOMER may cancel participation in the ZERAMAX™ Advantage Program any time after three (3) months. There is no need to return bottles you may have in your possession after cancellation.
9.3 Warranty-Returns — If within ten (10) business days of delivery, CUSTOMER believes that the PRODUCT is defective, please call Customer Service (888-937-2629) to notify JDS of the alleged defect, and JDS will provide to CUSTOMER a return authorization number and accept return of the PRODUCT. PRODUCT returned for replacement or refund will be accepted only in accordance with JDS’s instructions and procedures for such returns. The transportation cost of returning such PRODUCT shall be initially borne by CUSTOMER. If JDS determines that returned PRODUCT is defective, JDS will refund the transportation cost paid by CUSTOMER to return the defective PRODUCT to JDS and, at CUSTOMER’s option, replace the PRODUCT and pay for transportation back to CUSTOMER of replacing PRODUCT or refund the purchase price.
|10.||LIMITATIONS OF LIABILITY: NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PART OR ANY PERSON CLAIMING THROUGH OR UNDER SUCH PARTY, FOR ANY LOST PROFITS, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), BASED ON A WARRANTY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF EACH SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.|
|11.||CHOICE OF LAW: This Agreement shall be deemed to be made in the state of New York and shall in all respects be interpreted, construed, and governed by and in accordance with the laws of the State of New York without regard to its principles of conflict of law. All proceedings brought under this Agreement shall be in the courts located in New York, New York.|
|12.||TERMINATION: JDS reserves the right to refuse sale to customer at any time or for any reason. JDS reserves the right to change or alter the terms hereof as necessary from time to time upon notice.|
|13.||ENFORCEABILITY: If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provision shall not in any way be affected or impaired thereby.|