Terms of Use

TERMS OF USE

OVERVIEW

This website is operated by Fruily, LLC (“Company,” “us,” “we,” or “our”). The following terms and conditions, together with any documents, terms, or policies incorporated by reference (collectively, these “Terms of Use,” or “Terms”) govern your access to and use of www.fruily.com (the “Site”) including any information, tools, functionality, and services offered to you on or through the Site. These Terms of Use apply to all users of the Site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING ANY PART OF THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE THE SITE OR USE ANY SERVICES OFFERED THEREON.

Any new features or tools which are added to the Site shall also be subject to these Terms of Use. You can review the most current version of the Terms of Use at any time by accessing this page. We reserve the right to update, change or replace any part of these Terms of Use in our sole discretion and without prior notice to you. It is your responsibility to check this page periodically for changes, as they are binding on you. Your continued use of or access to the Site following the posting of any revised Terms of Use constitutes your acceptance of and agreement to such revised Terms.

SECTION 1 - PROHIBITED USES

You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Site:

Additionally, you agree that you shall not:

SECTION 2 - ONLINE PURCHASES AND TERMS OF SALE

All purchases through the Site are governed by our Terms of Sale, which are hereby incorporated into these Terms of Use and subject to change without notice at any time in our sole discretion.

SECTION 3 - RELIANCE ON INFORMATION POSTED

The information presented on the Site is made available for general information purposes only. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information on this Site is at your own risk. Company disclaims all liability and responsibility arising from any reliance placed on such information by you or any other visitor to the Site, or by anyone who may be informed of any of the Site’s contents.

SECTION 4 - DISCLAIMER OF WARRANTIES

We do not guarantee, represent or warrant that your use of the Site will be uninterrupted, timely, secure or error-free.

You agree that from time to time we may remove all or part of the Site for indefinite periods of time, without notice to you.

You expressly agree that your use of, or inability to use, the Site is at your sole risk. The Site and all products and services delivered to you through the Site are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no event shall Company, its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of the Site or any products procured through the Site, or for any other claim related in any way to your use of the Site or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Site or any User Contributions (as hereinafter defined) posted, transmitted, or otherwise made available via the Site, even if advised of the possibility of such damages.

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 5 – COMMUNICATION BY TEXT MESSAGING

When you place an order through the Site, we may ask if you would like to receive marketing or promotional text messages concerning our products or services, or the products or services of third parties. We may send you such marketing or promotional text messages if you opt in to receiving such messages. Your agreement to receive marketing or promotional text messages is not a condition of any purchase or your use of the Site.

You may opt-out of receiving marketing or other promotional text messages by following any unsubscribe instructions in the text messages, or by sending an e-mail to support@fruily.com containing the phone number of the mobile device receiving the text messages and indicating that you no longer wish to receive marketing or promotional text messages from us.

SECTION 6 - THIRD-PARTY LINKS

Certain content, products and services available via the Site may include materials from third-parties.

Third-party links on the Site may direct you to third-party websites that are not affiliated with Company. We are not responsible for examining or evaluating the content or accuracy of and do not warrant and hereby disclaim any liability or responsibility for any third-party materials or websites made available through the Site.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 7 - USER CONTRIBUTIONS

The Site may host message boards, forums, contests, promotions, and other interactive features that allow users transmit, post, submit, publish, or display to other users or persons certain content or materials on or through the Website (collectively, ”User Contributions”), such User Contributions will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant Company and its licensees, successors, and assigns a perpetual, royalty-free, worldwide, and sublicensable right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.

You represent and warrant that you own or control all rights in and to your User Contributions and have the right to grant the license above to us and our licensees, successors, and assigns, and that your User Contributions will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your User Contributions will not contain libelous or otherwise unlawful, abusive, or obscene material. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any User Contributions. You understand and acknowledge that you are solely responsible for any User Contributions you submit or contribute and you, not Company, have full responsibility for such content, including its legality, reliability, appropriateness and accuracy. We take no responsibility and assume no liability for any User Contributions posted on the Site by you or any other user of the Site.

SECTION 8 – MONITORING AND ENFORCEMENT; TERMINATION

We have the right to:

SECTION 9 - INFORMATION ABOUT YOU AND YOUR VISITS TO THE SITE

All information we collect on the Site is governed by our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in accordance with the Privacy Policy.

SECTION 10 - INDEMNIFICATION

You agree to indemnify, defend and hold harmless Company and its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees)arising out of or relating to your violation of these Terms of Use or your use of the Site, including but not limited to your User Contributions, any use of the Site’s content, services, products, and tools other than as expressly authorized in these Terms of Use, , or your use of any information obtained from the Site.

SECTION 11 – WAIVER; SEVERABILITY

No waiver by Company of any term or condition of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

In the event that any provision of these Terms of Use is determined to be unlawful, void or unenforceable for any reason, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use. Such determination shall not affect the validity and enforceability of the remaining provisions of these Terms of Use.

SECTION 12 - ENTIRE AGREEMENT

These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Company and supersede any prior or contemporaneous agreements, understandings, representations, and warranties, whether oral or written, regarding the Site.

SECTION 13 - GOVERNING LAW

All matters relating to the Site and these Terms of Use, and any dispute arising therefrom or related thereto, shall be governed by and construed in accordance with the internal laws of the State of Florida without regard to any choice or conflict of law provision (whether of the State of Florida or any other jurisdiction).

SECTION 14 – ARBITRATION; CLASS ACTION WAIVER

If not resolved through negotiation, any dispute between you and Company or any of its affiliates arising under, out of, in connection with or in relation to the Site or these Terms of Use must be submitted to binding arbitration under the authority of the Federal Arbitration Act and must be determined by arbitration administered by the American Arbitration Association pursuant to its then-current commercial arbitration rules and procedures.

Any arbitration must be on an individual basis and the parties to such arbitration and the arbitrator therefor will have no authority or power to proceed with any claim as a class action or otherwise to join or consolidate any claim with any other claim or any other proceeding involving third parties. If a court determines that this limitation on joinder of or class action certification of claims ins unenforceable, then this entire commitment to arbitrate will become null and void and the parties must submit all claims to a court of competent jurisdiction.

Arbitration must take place in Miami-Dade County, Florida. The arbitrator must follow the law and not disregard the provisions of these Terms of Use. A judgment may be entered upon the arbitration award by any state or federal court of competent jurisdiction. The decision of the arbitrator will be final and binding on all parties to the dispute; however, the arbitrator may not under any circumstances assess punitive, exemplary, or consequential damages. The arbitrator, and not a court, shall have exclusive authority to resolve any dispute over the enforceability of all or any part of this Section. In the event that any one or more provisions of this Section shall be or become invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Section shall not be affected thereby.

SECTION 16 - CONTACT INFORMATION

Questions about these Terms of Use should be sent to us at support@fruily.com

Terms of Sale

TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale (these “Terms”) apply to the purchase and sale of all products by a purchaser (hereinafter, “you” or the “purchaser”) through www.fruily.com (the “Site”). These Terms are subject to change by Fruily, LLC (the “Company,” “us,” “we,” or “our”) without prior written notice at any time, in our sole discretion. You should review these Terms prior to purchasing any products that are available through the Site. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced on the Site, and your continued use of the Site after the “Last Updated Date” will constitute your acceptance and agreement to such changes.

These Terms are an integral part of the Terms of Use that apply generally to the use of our Site. You should also carefully review our 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 listed in your order. All orders must be accepted by us or we will not be obligated to sell the products to you. 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.

2. Prices and Payment Terms.

3. Shipments; Delivery; Title and Risk of Loss.

4. Returns/Refunds. Unless otherwise agreed by us in our sole discretion, we will accept a return of the products for a full refund of your purchase price, within 60 days of delivery with valid proof of purchase and provided such products are returned in their original condition. To return products, please email our Returns Department at support@fruily.com. We may, in our sole discretion, consider return requests submitted more than 60 days after delivery of the products, provided that refunds for such products will be reduced by the amount of original shipping and handling costs and a restocking fee of twenty-five percent (25%) of the original purchase price.

5. LIMITED WARRANTY.

WE WARRANT THAT DURING THE WARRANTY PERIOD, THE PRODUCTS PURCHASED FROM THE SITE WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP.

SOME STATES DO NOT ALLOW LIMITATIONS ON THE DURATION OF AN IMPLIED WARRANTY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPLACEMENT OR REFUND AS SET FORTH IN THIS WARRANTY STATEMENT. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT, OR ADVICE PROVIDED BY US OR ANY OF OUR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.

THE REMEDIES DESCRIBED IN SECTION 5(e) ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY.

6. Limitation of Liability.

7. Goods Not for Resale or Export. You represent and warrant that you are buying products from the Site for your own personal or household use only, and not for resale or export.

8. Privacy. The Company respects purchasers’ privacy and is committed to protecting it. The Company’s Privacy Policy, governs the processing of all personal data collected from you in connection with your purchase of products from the Company.

9. 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, pandemic, 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.

10. Entire Agreement. These Terms, as may be amended from time to time, represent the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

11. No Waiver. No waiver by the Company of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by the Company. No failure to exercise or delay in exercising any right, remedy, power, or privilege arising from these Terms operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

12. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Florida without regard for conflict of laws principles.

13. Arbitration; Class Action Waiver.

14. 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.

15. Your Comments and Questions. Any questions and comments regarding these Terms should be directed to support@fruily.com

Refund policy

Unless otherwise agreed by us in our sole discretion, we will accept a return of the products for a full refund of your purchase price, within 60 days of delivery with valid proof of purchase and provided such products are returned in their original condition. To return products, please email our Returns Department at support@fruily.com. We may, in our sole discretion, consider return requests submitted more than 60 days after delivery of the products, provided that refunds for such products will be reduced by the amount of original shipping and handling costs and a restocking fee of twenty-five percent (25%) of the original purchase price.

LIMITED WARRANTY

WE WARRANT THAT DURING THE WARRANTY PERIOD, THE PRODUCTS PURCHASED FROM THE SITE WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP.

THE DURATION AND REMEDIES OF ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED TO THE DURATION OF THIS LIMITED WARRANTY.

SOME STATES DO NOT ALLOW LIMITATIONS ON THE DURATION OF AN IMPLIED WARRANTY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPLACEMENT OR REFUND AS SET FORTH IN THIS WARRANTY STATEMENT. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT, OR ADVICE PROVIDED BY US OR ANY OF OUR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.

THE REMEDIES DESCRIBED IN SECTION 5(e) ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY.