THIS AGREEMENT COVERS IMPORTANT INFORMATION ABOUT THE PLATFORM. THE AGREEMENT INCLUDES INFORMATION ABOUT FUTURE CHANGES TO THE AGREEMENT, EXPORT CONTROLS, AUTOMATIC RENEWALS, LIMITATIONS OF LIABILITY, PRIVACY INFORMATION, A CLASS ACTION WAIVER, AND A RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT.
IF YOU HAVE NOT READ THE AGREEMENT, DO NOT UNDERSTAND OR DO NOT AGREE TO BE BOUND BY THE AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THE AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE OUR WEBSITE.
1.Scope and Acceptance
Anyone who accesses or uses our Website is an “End User.” The Agreement sets forth your rights and obligations as an End User with respect to your access to and use of the Website and use of any and all information or data of any kind arising from access to, or use of, the Website, including, without limitation, any text, graphics, images, art work, sound recordings, audio, video, and software.
We reserve the right, in our sole discretion, to change this Agreement from time to time, without prior notice. You are responsible for reviewing the Agreement regularly. Your access to any part of the Website is deemed to be your acceptance of this Agreement, and any changes thereto.
If you are accessing or using any part of the Website on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to the Agreement.
3. Description of Website
The Website, owned by Natrol and hosted by a third party, provides End Users with a direct-to-consumer ecommerce experience where Users can explore, compare, and purchase Natrol products.
End Users arrive on the Home Page where they can interact with four different categories: “Shop by Benefit”; “Shop by Ingredient”; “Kids Melatonin”; and “Health Tips and Tools.” The first two categories contain drop-down menus, where the End User can select the precise subcategory they wish to explore. Certain categories include a coupon to be used in participating brick-and-mortar stores, which is discussed in Section 14.1 below.
The Home Page for each sub-category will feature different products. By hovering over a product, the End User will see a brief overview of the product (including price) and three buttons: “Add to Cart”; “Learn More”; and “Add to Compare”. [Only registered End Users (described in Section 6.1 below) are able to employ the “compare” function, where multiple products can be compared for their similarities and differences.] Clicking on the product will bring the End User to the product’s page, where information such as strength and count are provided, in addition to Product Description, Product Details, and other products recommended by Natrol based on the End User’s interest in said product.
After a product is added to an End User’s cart, the product may be purchased. The End User will be required to (1) enter an email address and a shipping address; (2) select a shipping method; (3) enter a billing address; and (4) enter credit card information. After payment, the End User will receive a Purchase Confirmation email regarding the order.
The specific features and functionality of the Website are dynamic and may change from time to time. We reserve complete discretion with respect to the operation of the Website. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Website at any time.
We make great efforts to provide accurate information on the Website. However, we disclaim—and you release us from any liability regarding—errors, inaccuracies, and omissions of the Website. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. Natrol makes no guarantees whatsoever as to the completeness, timeliness, correctness, or accuracy of the materials or data available through the Website. If you believe any portion of the Website includes an error or inaccuracy, please notify us.
Certain Natrol materials provided through the Website are protected by intellectual property laws, including but not limited to U.S. copyright laws. You expressly acknowledge and agree that the content accessible through the Website that is not expressly designated as being provided by another End User is the property of Natrol and its content providers, and Natrol and its content providers retain all right, title, and interest in the content.
Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Website and related materials solely for your own non-commercial use. Except as expressly provided, all rights are reserved. Nothing contained in this Agreement or on the Website shall be construed as conferring by implication, estoppels or otherwise any license or right under any patent or trademark of Natrol, or any third party.
Except as expressly permitted by the Agreement, in connection with the use of the Website, you may not:
- alter or modify the Website, or make any electronic reproduction, adaptation, distribution, performance, or display of the Website, or any portion thereof, except to the extent required for the limited purpose of reviewing material on the Website; or
- sell, rent, lease, transfer, distribute, broadcast, display, provide, or otherwise assign to any third party any rights to the Website, or related materials; or
- remove or modify any proprietary notice or labels on the Website, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website; or
- use the Website for any non-authorized purpose or any illegal purpose; or
- copy, modify, erase, or damage any information contained on computer servers used or controlled by Natrol or any third party; or
- use the Website to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable; or
- access or use any password-protected, secure, or non-public areas of the Website, or access data on the Website not intended for you, except as specifically authorized by Natrol; or
- impersonate or misrepresent your affiliation with any person or entity; or
- use any automated means to access or use the Website, including scripts, bots, scrapers, data miners, or similar software, or display the Website, or portions thereof, in things (e.g., framing, scraping, etc.), without our express written permission; or
- attempt to or actually disrupt, impair, or interfere with the Website, or any information, data, or materials posted and/or displayed by Natrol; or
- attempt to probe, scan, or test the vulnerability of the Website or breach any implemented security or authentication measures, regardless of your motives or intent; or
- attempt to interfere with or disrupt access to or use of the Website by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code.
6.1 Account Registration
As an End User, you may register for an account with us and use certain features of the Services. If you elect to take advantage of such features, you must register through the Services by completing the applicable registration form to create your account with a unique username and password. The decision to provide this information is purely optional; however, if you elect not to provide such information, you may not be able to access certain content or participate in certain features of the Services. You agree to: (a) provide true, accurate, current and complete information about yourself when we request it; (b) maintain and promptly update this information to keep it true, accurate, current and complete to the extent the Services permit such updates; (c) use limited-access portions of the Services only using access credentials that We have issued to you; and (d) exit your account at the end of each session in which you have logged-in to the Services.
By submitting a telephone number to us you agree that a representative of Natrol can contact you at the number you provide, potentially using automated technology (including texts/SMS messaging) or a pre-recorded message. Your consent is not an obligation to receive any of our services and/or products.
You must maintain the confidentiality of any access credentials that We issue to you and may not share them with any other person. You must notify Natrol immediately of any unauthorized use of your credentials or any other breach of security. Even if you notify us, you will be responsible for any activities that occur using your access credentials, including any charges resulting from the use of your account.
When you sign up for or use our products and services, you may give us permission to access your information in other services. For example, you may link your Facebook account, which allows us to obtain information from those accounts (like your full name and email). The information we get from those services often depends on your settings or their privacy policies, so be sure to check what those are.
7. Third Party Properties Referred to on the Website
Our Website may refer to physical venues, geographical sites, websites on the Internet, and/or products or services that are not under the control of or maintained by Natrol (“Third Party Properties”). Unless expressly stated to the contrary, such references do not constitute an affiliation with or endorsement by Natrol of any such Third Party Properties. You acknowledge that Natrol is providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that Natrol is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties. Natrol does not endorse or make any representations about any Third Party Properties. If you access, visit, or use any Third Party Properties referred to on our Website, you do so at your own risk.
8. Availability of the Website
It is not possible to operate our Website with 100% guaranteed uptime. Natrol will make reasonable efforts to keep our Website operational. However, certain technical difficulties, routine site maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of our Website. You agree that Natrol shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to our Website.
THE WEBSITE IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED, Natrol DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, INCLUDING EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, REGARDING (A) THE WEBSITE; AND (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE WEBSITE, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE.
Natrol MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL OR CONTENT DISPLAYED ON OR OFFERED THROUGH THE WEBSITE IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. Natrol ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
10.Limitation of Liability and Release
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL NATROL OR ANY OF ITS AFFILIATES OR SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, INTENDED CONDUCT, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), NOR FOR ANY DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH THE EXISTENCE, ACCESS TO, USE OF, OR INABILITY TO USE THE WEBSITE OR RELATING TO ANY MATERIALS, INFORMATION, QUALIFICATION, OR RECOMMENDATIONS ON THE WEBSITE, EVEN IF NATROL OR ANY OF ITS AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Despite the foregoing limitation of liability for damages, if a court or other tribunal of competent jurisdiction decides to award monetary damages to you for any claim or cause of action arising from the same, the amount of monetary damages for such claim or cause of action shall not exceed one hundred U.S. dollars ($100).
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS NATROL, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND ARISING FROM OR RELATING TO ANY VIOLATION OF THIS AGREEMENT AND ANY ACTIVITY RELATED TO YOUR USE OF THE WEBSITE OR THE INFORMATION CONTAINED ON THE WEBSITE.
You agree that Natrol may, to the extent feasible, in its sole discretion, and without prior notice, terminate your access to or use of any portion of our Website at any time and for any reason, with or without cause. You also agree that any violation by you of the Agreement will constitute an unlawful and unfair business practice that will cause irreparable harm to Natrol for which monetary damages would be inadequate. You consent to Natrol obtaining any injunctive or equitable relief that Natrol deems necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies Natrol may have at law or in equity.
13.Intellectual Property Infringement Complaints
If you believe a work protected by a U.S. copyright you own has been posted on the Website without authorization, you may notify our copyright agent, and provide the following information:
- a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
- identification of the copyrighted work or works claimed to have been infringed;
- a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL or other description of where the infringing material appears;
- your name, mailing address, telephone number, and e-mail address;
- a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent, or the law; and
- a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.
To notify Natrol of a claimed copyright infringement, please contact:
Attn: General Counsel
21411 Prairie Street
Chatsworth, CA 91311
End Users may purchase products commercially featured on the Website. To purchase any products through the Website, End Users must: (a) be at least eighteen years of age, (b) provide valid payment information associated with a credit card or other payment method authorized to use, and (c) authorize Natrol to charge your credit card or other payment method for the price of the products requested, together with any taxes, fees, or shipping charges described on the Website. When an End User checks out as a “Guest”, in comparison to registering with Natrol and checking out as a Registered End User, the End User’s personal information, including financial information, will be stored and managed using third-party software (specifically, a proprietary e-commerce software solution).
Natrol stands behind the products sold on the Website.
Any product may be returned within 60 days of purchase. For any product with which you are not satisfied, please call 1-800-262-8765 or email us, and you’ll receive instruction on how to get an exchange or a refund. Refunds will be credited back to the credit card used for purchase. You’ll need your order number which is available on your Purchase Confirmation email, or, under “Orders” in your Account once you sign-in to the Website. If you suspect your product has been tampered with, please be sure to keep the original product and product packaging if possible. We’ll provide instruction on how to send the product back and provide a refund of your shipping costs.
In offering product descriptions on the Website, while We attempt to be accurate, Natrol does not warrant that any product description is accurate, complete, or error-free, nor does Natrol represent that any product will diagnose, treat, cure, or prevent any disease. If End Users receive a product and believe that it materially differs from the product description, the sole remedy will be to return the product to Natrol for a refund in conformance with the return policy listed on the Services. Likewise, We attempt to list the current price for each product that Natrol sells on the Website, but a small number of products may be mispriced. In these cases, We will notify End Users before shipping the product of the corrected price and will either cancel the order, or give End Users an opportunity to cancel the order or decide to keep the order.
Coupons (featured on the Website) and promotional codes (sent through e-mail) provided to End Users are for individual use only. End Users may not transfer, reproduce, trade, offer for sale, publish or otherwise share Natrol coupons and promotional codes unless the terms of the coupon or promotional code expressly allows End Users to do so. Natrol reserves the right to cancel orders when We have reason to believe that any coupon or promotional code is being used by someone other than the intended recipient, or in the case of suspected abuse, misuse or fraud. Natrol also reserves the right to terminate a coupon or promotional code offering at any time and/or set expiration dates for such offers at any time and in our sole discretion. Coupon codes and promotional codes are not valid on prior purchases.
At any time and in Natrol’ sole discretion, we may add, delete, or modify the Agreement. We will use commercially reasonable efforts to publish any revised portion of the Agreement, for example, by publishing the latest version of these terms and conditions at this URL. Should you deem any such addition, deletion, or modification to the Agreement unacceptable, you shall stop accessing and using the Website. All changes to the Agreement shall be effective immediately.
15.2 Access and Use Where Prohibited
Access to and use of our Website are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this provision.
15.3 Operation of the Website from the United States of America
By accessing and using the Website, you acknowledge and agree that Natrol controls and operates all parts of the Website from its offices in the United States of America and that the Website, and the information contained on the Website, is intended for use by End Users located in the United States of America. Other countries may have laws, regulatory requirements and medical practices that differ from those in the United State of America. Unless expressly stated to the contrary, Natrol makes no representation that the Website, or the information contained on the Website, is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all material and content found on or accessible through the Website is solely directed to individuals, companies, or other entities located in the United States of America. Natrol reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Website is void where prohibited. If you access or use the Website from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use any portion of the Website in violation of applicable export laws and regulations.
15.4 Applicable Law and Venue
Any action related to the Agreement will be governed by the laws of the California, without regard to the choice or conflicts of law provisions of any jurisdiction. You and Natrol agree and consent that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kind relating to our Website or the Agreement will be exclusively in the federal or state courts of California.
15.5 Dispute Resolution
Natrol intends to resolve any and all disputes that may arise between it and its End Users in a cost-effective and non-disruptive manner, preferably without the time and expense of litigation. Toward this end, you agree to the following dispute resolution procedure. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to Natrol in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. Natrol shall respond within ten (10) business days with identical information from its perspective. You and a representative of Natrol shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and Natrol mutually deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) days of the first communication, you and Natrol fail to resolve the matter, you and Natrol shall seek to mediate the dispute with a neutral third party. Neither party shall seek further legal action unless such mediation fails to achieve a resolution acceptable to both parties. You agree that you will not bring or be a party to any class-action lawsuit against Natrol.
15.6 Unsolicited Materials and End User’s Grant of Limited Licensed
In operating our Website, Natrol does not solicit nor does it wish to receive any confidential, secret or proprietary information or other material from you through the Website, our mail and e-mail addresses, or in any other way. Any information or material submitted or sent to Natrol (including, but not limited to, comments, questions, feedback, data, suggestions, ideas and the like) will be deemed to be not confidential or secret. By submitting or sending information or other material to Natrol, you represent and warrant that the information is original to you and that no other party has any rights to the material.
By communicating with Natrol, including submitting or sending content to us, you grant Natrol the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content (in whole or part), including any information, suggestions, ideas, drawings or concepts contained in such content, worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. Such license includes incorporating the content, in whole or in part, into a Natrol feature. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material, including any content or part thereof, or other communication to Natrol. You also warrant that any “moral rights” in such content is waived.
15.7 No Professional Advice of Medical Information
The content and information provided is for informational purposes only. The statements on the Website have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure or prevent any disease. The content and information provided is not a substitute for medical advice, diagnosis or treatment, nor does it intend to be. Nothing contained on the Website is a substitute for medical advice, intended to be a medical diagnosis or treatment plan. Prior to using any new medication or supplements, you should discuss any medications or nutritional supplements you are using or considering using with a healthcare provider. Consult with your physician or other healthcare provider if you have health-related questions before using any of our products or relying on any information you obtain on the Services. You should never use the information you obtain on the Website for diagnosis or treatment of any health problem or in place of any medication or other treatment prescribed by a physician or other healthcare provider.
If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement.
No action arising out of this Agreement or your access to or use of our Website, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.
If Natrol does take any legal action against you as a result of your violation of the Agreement, Natrol will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Natrol. You agree that Natrol will not be liable to you or to any third party for termination of your access to, or use of, any of our Website as a result of any violation of the Agreement or for any reason at all.
You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Agreement to any third party without prior written consent by Natrol. Any purported assignment lacking such consent will be void at its inception. Natrol may assign all or part of its rights and/or delegate all or part of its duties under the Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by posting such notice on our Website.
Effective Date: 13 December 2021