Terms and Conditions for the Online Sale of Goods and Services

Last Updated: [July 28^th, 2020]

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. 

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. 

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH [NAME OF SELLER], OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

These terms and conditions (these "Terms") apply to the purchase and sale of products and services through zypfresh.com (the "Site"). These Terms are subject to change by zypfresh Market (referred to as “zypfresh ”, "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy at https://www.zypfresh.com/pages/privacy-policy before placing an order for products or services through this Site.

1. Order, Acceptance, and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. By placing an order on the Site to utilize the services, you are offering to purchase the products you have selected. Our acceptance of the offer occurs at the time we deliver your order to your home or other place (as indicated by you). We will send you an electronic communication acknowledging receipt of your order including the items and quantities you selected, as well as an email which contains a link that allows you to track your order. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered. We reserve the right to cancel any order if we believe that a fraudulent or abusive order has been placed.
2. Prices and Payment Terms.
   • Prices posted on this Site may be different from the prices for the same products at the time you receive your order due to product price changes, coupons, substitutions, taxes and governmental fees (if applicable), weighted items, local promotions, weekly ad price changes, and other reasons. All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. If you order an item that is sold by weight you will be charged based on the actual weight of the product packed for your order. We will try to match your desired product weight as best we can. Where we cannot be exact, we will err on the side of providing slightly more, not less, product weight than you ordered. In some locations local law requires that we charge a fee for any bags that we provide (for example, ten cents per bag in California), subject to governmentally-mandated exceptions.
   • All taxes and charges will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email.
   • We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to (i) correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences and (ii) to limit the quantity of a product you select. Where possible, limitations will be stated on our Site.
   • We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
   • Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept Visa, Mastercard, American Express, Discover, Shop Pay, Apple Pay, and Google Pay for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
3. Delivery.
   • We will arrange for shipment of the products to you. Delivery of products is only available at select areas. To determine if we deliver products in your area, type the zip code on the Site. Most orders delivered to your home can be delivered without the need for a signature. Deliveries are made to the doorstep of the address you provide. Access to the doorstep is required. You acknowledge that transportation or logistics services are provided by third party contractors.
   • For unattended delivery orders we are responsible for loss of damage to the products to be delivered up until the time they are deposited at your doorstep. Once they have been delivered you are responsible for protecting the shipment. For example, we are not responsible if the delivered products are stolen from your doorstep after we make delivery. If any product in your order for which you have paid is missing from the items you received, please Contact Us (See contact information below). We may, at our option, deliver the missing items or deliver to you instead of offering you a refund. Refunds will be credited to the payment card used to purchase the order.
4. Return and Refund Policy. If you are dissatisfied with any product, please reach out to our support department within 24 hours of receipt of delivery. Please us at support@zypfresh.com and describe and provide a photograph of the issue. A customer service associate will respond to your query and, depending on the circumstances, we will provide you a replacement, a full or partial refund of the purchase price for that product, or a full or partial credit of the purchase price for that product. We may require the return or photographic documentation of any product with which you are dissatisfied before we provide you a replacement, credit, or refund. Refunds are processed within approximately three business days of our receipt of your merchandise. Your refund will be credited back to the same payment method used to make the original purchase on the Site. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS SITE AS NON-RETURNABLE.
5. DISCLAIMER OF WARRANTIES; “AS IS” WE ARE MAKING THE PRODUCT, SITE AND SERVICES AVAILABLE “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS, SITE AND SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE PRODUCT, SITE AND SERVICE. WE DO NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
6. Limitation of Liability. THE REMEDIES DESCRIBED ABOVE WITH RESPECT TO RETURNS AND REFUNDS ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY PRODUCTS PURCHASED FROM US. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR A PRODUCT OR SERVICE THAT YOU HAVE PURCHASED THROUGH THE SITE, OR, IF YOU HAVE NOT PAID ANY SUCH AMOUNTS, ONE HUNDRED DOLLARS ($100). IN ANY EVENT, WE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT, IN CONNECTION WITH OR RELATING TO OUR PRODUCTS, SERVICES, THE SITE OR THESE TERMS, REGARDLESS OF WHETHER OR NOT WE KNEW OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
7. In the event that any third party brings a claim against us related to your actions, content, information, or any other use of the product or service by you, you agree to indemnify, defend, and hold us and our agents harmless from and against any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) relating to such claim. We will notify you promptly of any such claim and will provide you with reasonable assistance, at your expense, in defending any such claim, provided, however, that our failure to so notify you shall not relieve you of your indemnity obligations, but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to our failure to give notice. We reserve the right to approve counsel retained by you, to take control of the defense (at our expense) of any claim for which indemnity is required, and to participate in the defense of any claim (at our expense) for which indemnity is required. You may not settle any claim without our prior consent.
8. Goods Not for Resale or Export. You represent and warrant that you are buying products or services from the Site for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.
9. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, https://www.zypfresh.com/pages/privacy-policy governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.
10. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
11. Governing Law and Jurisdiction. This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
12. Dispute Resolution and Binding Arbitration.
    • YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

• The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 12. (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.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

• You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
• If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

13. • Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
    • No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of zypfresh.
    • No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
    • Notices.
      • To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
      • To Us. To give us notice under these Terms, you must contact us as follows: (i) by sending us a message by email to support@zypfresh.com or (ii) by personal delivery, overnight courier or registered or certified mail to zypfresh. We may update the email address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by email or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
    • Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
    • Entire Agreement. Our order confirmation, these Terms, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.
    • Changes to the Terms. We may make changes to these Terms from time to time. When zypfresh does so, it will post the most current version of the Terms on Site and, if a revision to the Terms is material, we will notify you of the new Terms (for example, by email or a notification on the Services). Changes to these terms will not apply retroactively. If you do not agree to the modified terms, you should discontinue your use of the services.
14. Contact Us. If you have any questions or comments about our product and services or these Terms, please contact us by:

Email: support@zypfresh.com

Phone: (650) 407-1116

INAPPROPRIATE AND ILLEGAL CONTENT PROHIBITED  You agree not to transmit any inappropriate content on the Site including, but not limited to, libelous, defamatory, obscene, pornographic, abusive, or threatening content; content that advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; content that is misleading or not true; or advertise or otherwise solicits funds for goods or services. We may remove such content from our servers, and we may suspend or revoke your access to the Site, and we reserve the right to investigate, and seek applicable remedies for, violations of applicable law to the fullest extent of the law.

THIRD PARTY SITES  We have no control over third parties and make no guarantees about, and assume no responsibility for, the information or services provided by third parties. Additionally, we may provide links to third party Sites and businesses and otherwise may provide information on the Site. You acknowledge and agree that we are not responsible for the accuracy, content, or functionality of services or information provided on or by such third party websites or businesses or through such information on the Site, and we do not endorse, nor assume any liability related to your use of, such websites, businesses or information in any way. Nothing on this Site shall be considered an endorsement, representation, or warranty of anything posted by other users on the Site.

TERMINATION OF YOUR USE OF THIS SITE  At any time, you may discontinue your use of the Site. Please visit our Privacy Policy https://www.zypfresh.com/pages/privacy-policy to understand how we treat your information when you discontinue your use of the Site. We reserve the right to take action to limit or prevent your access to our Site, if we, in our sole discretion, deem that such action is necessary based on: (i) your use of the Site in a way that would potentially expose us to liability; (ii) disruption of the Site by you to others; (iii) your violation of these Terms or our Privacy Policy; (iv) your violation of any applicable laws, rules, regulations, and agreements that may apply to you; and (iv) your use of the Site in a way that could cause harm to any person.

PROPER USE OF THE SITE  You may not make the services on our Site available to, or use the services for the benefit of anyone other than yourself (or another company). Your account cannot be shared by multiple individuals. You shall not violate or attempt to violate any security features of on the Site, including, without limitation, (i) accessing content or data not intended for you, or logging onto a server that you are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of the services on the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (iii) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the service, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,” or undertaking similar activities; (iv) resell the services, products or permit third parties to use the services on the Site without our prior written consent; (v) make unauthorized copies of any content relating to the services and use of the Site; and (vi) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the services on the Site.

OUR INTELLECTUAL PROPERTY The software, including all files and content contained in the services created by zypfresh, and accompanying data (collectively “Our IP”) are the property of zypfresh or are used with permission from third parties. As part of these Terms, we grant you a nonexclusive, nontransferable, and revocable license to use Our IP solely for the purposes for which it is intended. And, specifically, you may not sell, redistribute, download, export, or reproduce Our IP in any way. You also may not decompile, reverse-engineer, disassemble, or otherwise convert Our IP without our permission. This Section does not apply to any component of Our IP that may be offered under an open source license. In the interest of clarity, this Agreement does not transfer from zypfresh to you any zypfresh or third party intellectual property. zypfresh, the zypfresh logo, the product names associated with our products and services, and all other trademarks, service marks, graphics and logos used in connection with zypfresh, are trademarks of zypfresh (or its licensors, where applicable) and no right or license is granted to you.

PRIVACY  We respect your privacy and are committed to protecting it. Our Privacy Policy https://www.zypfresh.com/pages/privacy-policy governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.