BUDDY FRUITS ONLINE CUSTOMER AGREEMENT
Last Modified: September 17, 2024
Effective Date: September 17, 2024
- 1. Overview.
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1.1. Introduction.
The Buddy Fruits website located at https://buddyfruits.com/ (together with any subdomains of buddyfruits.com, this “Site” or the “Buddy Fruits Website”) is provided by World Finer Foods, LLC, a Delaware limited liability company (referred to in this Customer Agreement as “World Finer Foods”, “WFF”, “we”, “us”, or “our”). The use of this Site is governed by this Buddy Fruits Online Customer Agreement (this “Customer Agreement”) between each visitor to this Site (referred to in this Customer Agreement as “you” or “your”) and World Finer Foods. You agree to read this Customer Agreement carefully. -
1.2. Scope of Contract.
You acknowledge that this Customer Agreement is a legally binding contract between you and World Finer Foods, even though it is not physically signed, and you acknowledge that this Customer Agreement applies to all Orders you place through the Buddy Fruits Website. This Customer Agreement does not apply to any products or services that we provide to you pursuant to a separate written contract signed by World Finer Foods. In this Customer Agreement, you and World Finer Foods are sometimes referred to individually as a “party” and collectively as the “parties”, and “User” (and “user”) refers to a person who accesses or uses the Buddy Fruits Website.
- 2. Privacy Policy, Shipping Policy, and Refund Policy.
- Our Privacy Policy, located at https://buddyfruits.com/pages/privacy-policy (the “Privacy Policy”), explains how we collect and use your information. Our Shipping Policy, located at https://buddyfruits.com/pages/shipping-policy (the “Shipping Policy”), and our Refund Policy, located at https://buddyfruits.com/pages/refund-policy (the “Refund Policy”) explain important terms, policies, and procedures related to the shipment of Ordered Products and explains the conditions, requirements, and procedures related to the replacement of Ordered Products. The Privacy Policy, the Shipping Policy, and the Refund Policy are collectively referred to as our “Policies”. You acknowledge and agree that the provisions of our Policies are made a part of this Customer Agreement.
- 3. Modification.
- As technology changes and as our business grows and develops, we may modify this Customer Agreement and our Policies from time to time. When we modify this Customer Agreement or our Policies, we will give you notice by posting the amended Customer Agreement or Policies on the Buddy Fruits Website. The amended Customer Agreement and Policies will include an effective date, and they will be effective on that date. However, any changes to the governing law or dispute resolution provisions set forth in Sections 12 and 13 will not apply to any disputes for which World Finer Foods and you have received actual notice on before such Effective Date. If you continue to access or use this Site after the Customer Agreement or our Policies are amended, you agree to be bound by the revised Customer Agreement and Policies. If you do not agree with the updated Customer Agreement and Policies, you agree that you will promptly (1) discontinue your use of the Buddy Fruits Website, and (2) contact us at buddyfruits@worldfiner.com to request that your Buddy Fruits Account be closed. If you choose to place any Orders through this Site, you agree that you will review this Customer Agreement and our Policies before placing each Order and that by placing an Order you will be agreeing to the Customer Agreement and Policies in effect on that date.
- 4.Definitions.As used in this Customer Agreement:
- 4.1. “Affiliate” (collectively, “Affiliates”) means, with respect to a person, any other person directly or indirectly controlling, controlled by or under common control with the subject person.
- 4.2. “WFF Parties” (each, a “WFF Party”) means World Finer Foods, Andros Foods USA, Inc., a Delaware corporation, Bowman Andros Products, LLC, a Delaware limited liability company, the Affiliates of any of the foregoing, and the officers, directors, shareholders, members, managers, employees, attorneys, and agents of any of the foregoing.
- 4.3. “Intellectual Property Rights” means all worldwide intellectual property rights, including without limitation, all worldwide trademark, patent, copyright and trade secrets rights.
- 4.4. “Order” (collectively, “Orders”) means an order placed via the Buddy Fruits Website by you or through your Buddy Fruits Account for products or services sold, shipped, provided, or performed by World Finer Foods.
- 4.5. “Order Confirmation” (collectively, “Order Confirmations”) means the order confirmation or receipt displayed or sent to you for an Order.
- 4.6. “Ordered Products” (each, an “Ordered Product”) means the products included in an Order.
- 4.7. “Order Total” means, with respect to an Order, the amount you are required to pay for such Order, as displayed through the Buddy Fruits Website during the Order checkout process.
- 4.8. “Payment Information” means credit card numbers, debit card numbers, CVV/CVC codes, expiration dates, and PIN numbers.
- 4.9. “Person” (or “person”) means any individual, corporation, company, partnership, trust, unincorporated organization, joint venture, court or government or political subdivision or agency thereof, any other business entity or legal entity, and any legal person.
- 4.10. “Your Information” means your Account Information, any information you provide to us in connection with placing an Order, and all content (including comments, reviews, text, photos, graphics, audio, video, and other materials) you upload, post, send, submit, transmit, or otherwise transfer (a) to us or (b) to or through the Buddy Fruits Website.
- 5. Your Buddy Fruits Account and Your Information.
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5.1. Registration.
You may choose to register with World Finer Foods and create an account (a “Buddy Fruits Account”). Our registration process currently requires you to complete a signup form and provide your e-mail address and select a password (your “Login Credentials”). We may permit or require you to provide additional information in order to use certain features of the Buddy Fruits Website or place Orders. As used in this Customer Agreement, “Account Information” means all information associated with your Buddy Fruits Account. You agree to update your Account Information, as necessary, to ensure that it remains current, accurate, and complete. You authorize us to verify your Account Information at any time. If any of your Account Information is untrue, inaccurate, incomplete, or not current, we retain the right, in our sole discretion, to suspend or terminate your Buddy Fruits Account and your access to the Buddy Fruits Website. -
5.2. Your Responsibilities.
You are responsible for maintaining the confidentiality of the Login Credentials used to access your Buddy Fruits Account. You acknowledge and agree that you are responsible for any activities that occur through your Buddy Fruits Account (including paying for all Orders placed through your Buddy Fruits Account), whether or not authorized by you. You agree to immediately notify us of any security breach associated with your Login Credentials or your Buddy Fruits Account and of any unauthorized use of your Buddy Fruits Account. We will not be liable for your losses caused by any unauthorized use of your Buddy Fruits Account, and you acknowledge and agree that you may be liable for the losses of the WFF Parties or others due to such unauthorized use. -
5.3. Your Information.
We value and respect your privacy, and we will only use Your Information as permitted by this Customer Agreement and the Privacy Policy. You retain any ownership rights you have in Your Information, and nothing in this Customer Agreement limits your right to use Your Information outside of the Buddy Fruits Website. In order for us to operate our business and provide the Buddy Fruits Website to you and fulfill your Orders, you grant us a worldwide, royalty-free, non-exclusive, transferable, sublicensable, perpetual, and irrevocable license to use, copy, create derivative works of, publish, publicly display, distribute, communicate, and transmit Your Information in any and all media or distribution methods (now known or later developed). You represent and warrant to the WFF Parties: (a) that you have the right (and have obtained any and all necessary permissions, consents, and authorizations) to grant us the foregoing license and to grant all other rights and licenses granted in this Customer Agreement, and (b) that the use of Your Information and the exercise of the foregoing license by the WFF Parties (and their assignees or sublicensees) will not infringe the Intellectual Property Rights or other rights of any person. You understand and agree that we may transfer, process, maintain, and store Your Information in any country (or in multiple countries), including countries other than your country of residence or the country or countries where you use the Buddy Fruits Website. You acknowledge and agree that we may use third party service providers to host the Buddy Fruits Website or Your Information, to process your payments, and fulfill and ship your Orders. -
5.4. Permission to Use the Buddy Fruits Website.
Subject to your compliance with this Customer Agreement, we grant you permission to access and use the Buddy Fruits Website. The permission for you to use the Buddy Fruits Website is further conditioned on the following: (a) you will not permit any person to access or use the Buddy Fruits Website through your Buddy Fruits Account; (b) you will not attempt to reverse engineer, alter, or modify any part of the Buddy Fruits Website; and (c) you will comply with all of the provisions of this Customer Agreement. If you violate this Customer Agreement, your permission to use the Buddy Fruits Website will automatically terminate, and you will not be entitled to any refund of payments made to us. Your permission to access and use the Buddy Fruits Website is personal, non-exclusive, non-assignable, non-sublicensable, and may be limited or revoked by us at any time. We reserve the right, in our sole discretion, to refuse service, to suspend or terminate your Buddy Fruits Account. -
5.5. Contacting You.
If you request information from us, sign up for our newsletter, or place an Order, you agree that we may (a) send you information and marketing materials via e-mail, such as information about your Orders and about our products, promotions, contests, drawings, sales, and other information, and (b) send you our periodic e-mail newsletters. You may opt-out of receiving our newsletters and other marketing e-mails by clicking the link provided at the bottom of each such e-mail.
- 6. Orders.
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6.1. Product Descriptions and Pricing.
We attempt to provide product descriptions that are as accurate as possible. However, we do not warrant that product descriptions or other content on the Buddy Fruits Website are accurate, complete, reliable, current, or error-free. Prices and availability are subject to change without notice. We cannot confirm the price of a product until you place your Order. In the event of a pricing error, we may refuse or cancel any Orders placed for that Ordered Product. If the correct price of an Ordered Product sold by World Finer Foods is higher than our stated price shown on this Site or in an Order Confirmation, we will, at our discretion, either contact you for instructions before shipping or refuse or cancel your Order and notify you of such cancellation. -
6.2. Payment.
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6.2.1. Payment Information and Processing.
You agree that you will make full and complete payment for all Orders. If you choose to place an Order, you acknowledge and agree that you will provide complete and accurate billing contact information and Payment Information as requested by World Finer Foods. You may be required to pay for Orders by credit card or debit card, and you authorize us to charge any credit card(s) or debit card(s) that you include as part of your Payment Information for all payments owed for such Orders. Subject to the Privacy Policy, your Payment Information may be transmitted to and stored by third party payment processors (our “Payment Processors”), including but not limited to, Shopify Inc. (“Shopify”). You acknowledge and agree that the processing of payments is subject to the terms and privacy policies of our Payment Processors, as amended from time to time, and that we are not responsible for any acts or omissions of our Payment Processors. (As of the date of this Customer Agreement, payments processed using Shopify are subject to the Shopify Privacy Policy (https://www.shopify.com/legal/privacy).) -
6.2.2. Charge Backs.
In no event are we responsible for any failure to process payment for any Orders. In the event of a charge back by a credit card company, or any similar action by a payment provider or payment processor (a “Charge Back”), you agree that we may suspend or cancel any affected Orders, redirect any shipments associated with such Orders, and/or suspend, close, or terminate your Buddy Fruits Account. You agree that you will promptly reimburse us for any expenses or fees incurred by us as a result of such Charge Back.
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6.2.1. Payment Information and Processing.
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6.3. Taxes.
The product prices listed on the Buddy Fruits Website do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your Orders. If World Finer Foods has the legal obligation to pay or collect Taxes for which you are responsible under this Section 6.3, we may include such taxes in the Order Total or invoice you separately for that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority, and you will pay such Taxes within thirty (30) days of receipt of the invoice therefor. For clarity, World Finer Foods is solely responsible for taxes assessable against it based on its income, property, and employees. -
6.4. Shipping, Title and Risk of Loss.
The Ordered Products will be shipped within a reasonable period of time, subject to product availability. We may, in our sole discretion, without liability or penalty, make partial shipments to you of the Ordered Products. Orders will be shipped to the address specified by you through the Buddy Fruits Website when you place your Order. All Ordered Products purchased from World Finer Foods are made pursuant to a shipment contract, and the title and risk of loss for such Ordered Products pass to you upon our delivery to the carrier. We will not be liable for any delays, loss, or damage in transit, except to the extent caused by our gross negligence or willful misconduct. -
6.5. Missing Products, Wrong Quantity, or Wrong Address.
The quantity of any installment of Ordered Products as recorded by us upon dispatch from our facility is conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary. We will not be liable for any non-delivery of Ordered Products unless you give us written notice of the non-delivery within ten (10) days of the date when the Ordered Products would have been received in the ordinary course of events. Any liability of World Finer Foods for non-delivery of any Ordered Products will be limited to delivering the missing Ordered Products within a reasonable time or refunding that portion of the Order Total that corresponds to the missing Ordered Products. If you provide us with an incorrect or invalid shipping address, you remain responsible for paying for the Order even if it is not delivered to you, and if you request a replacement, you will be responsible for paying for the replacement Order. -
6.6. Returns, Replacements, and Refunds.
All sales of Ordered Products are final and are made on a one-way basis and you have no right to return Ordered Products or receive a refund without our express, prior written authorization. For more information, see our Refund Policy (https://buddyfruits.com/pages/refund-policy). However, we hope that the World Finer Foods products meet and exceed your expectations, and if you are not completely satisfied with your Ordered Products, we invite you to contact us by e-mail at buddyfruits@worldfiner.com so that we may address your concerns. -
6.7. Order Cancellations.
All sales are final and you may not cancel any Orders. We reserve the right to cancel any Order, in whole or in part, at any time and for any reason, including for pricing errors, items that are out of stock or unavailable, or your violation of any provision of this Customer Agreement. If we cancel any of your Orders, in whole or in part, we will issue you a full refund for all payments received by us for the portions of the Order cancelled by us, which will be your sole and exclusive remedy in the event of such cancellation.
- 7. Intellectual Property Rights.
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7.1. Generally.
You acknowledge and agree that except as otherwise expressly stated in this Customer Agreement, all intellectual property associated with, or incorporated within, this Site and the content available on this Site, including all articles, product descriptions, photos, and other media and documents (collectively, the “Buddy Fruits Materials”), together with all Intellectual Property Rights therein and thereto are owned by World Finer Foods or its licensors. This Customer Agreement does not grant to you, and you shall not acquire, any right, title, or interest in or to this Site, any Buddy Fruits Materials, any content available on this Site, or any Intellectual Property Rights associated with any of the foregoing, except for the following limited license: We grant you a personal, limited, revocable, non-exclusive, non-transferable, non-sublicenseable license to access and make personal use of this Site. You may not use any of the Buddy Fruits Materials in any manner that suggests an association between World Finer Foods and any other person, entity, or organization. You may not (a) upload or post any of the Buddy Fruits Materials to any other website, or (b) publicly make available, display, distribute, or perform any of the Buddy Fruits Materials, or (c) engage in hotlinking or framing with respect to any of the Buddy Fruits Materials. Notwithstanding any provision herein to the contrary, the foregoing limited license will automatically terminate upon the expiration, cancellation, or termination of this Customer Agreement or of your rights or licenses hereunder. -
7.2. Our Trademarks.
The names “Buddy Fruits”, “World Finer Foods”, “Andros”, “Andros Foods”, “Bowman Andros”, and the graphics, icons, logos, service names, designs, and layouts associated with the foregoing names and slogans, this Site, and/or with our products are the trademarks, service marks, or trade dress (collectively, our “Marks”) of the WFF Parties (or their licensors) in the United States and/or other countries. You acknowledge and agree that you will not use any of our Marks (including as part of other marks and/or Internet domain names) in connection with any product or service in any manner that is likely to cause confusion or dilution of our Marks. All other Marks are the property of the respective owners. -
7.3. Feedback.
We encourage you to send us messages, feedback, or data, including, for example, ideas, comments, reviews, suggestions, or questions about the WFF Parties, the Buddy Fruits Website, our products or services, or any other product or service (collectively, “Feedback”). You agree not to send us any information or ideas that are sensitive or confidential, and you agree that any Feedback we receive from you will not be considered confidential. You grant us a worldwide, royalty-free, exclusive, transferable, sublicensable, perpetual, and irrevocable license to record, use, practice, copy, modify, adapt, create derivative works of, store, host, publish, publicly perform, publicly display, distribute, communicate, and transmit your Feedback (whether submitted directly to us or to a third party review service, such as Trustpilot, that we link to from the Buddy Fruits Website) in any and all media or distribution methods (now known or later developed), and to exercise all Intellectual Property Rights and publicity rights in and to your Feedback, including for example to display your Feedback along with your name on the Buddy Fruits Website or in our marketing materials. We will be entitled to use the Feedback for any commercial or other purpose whatsoever (including, for example, developing, improving, producing, providing, or marketing products and services) without compensation or accounting to you or any other person sending the Feedback, and we will not be under any obligation to tell you if and how we use the Feedback. The provisions of this Section 7.3 will continue to apply even if you stop using the Buddy Fruits Website or our products or services and will survive the expiration, cancellation, or termination of this Customer Agreement.
- 8. Claims of Intellectual Property Infringement.
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8.1. Generally.
We respect the Intellectual Property Rights of others, and we require you and each of our users to do the same. We take claims of infringement of Intellectual Property Rights seriously, and we reserve the right, in our sole discretion, to block, interrupt, delete, or otherwise remove, disable or restrict access to, or refuse to display or transmit (collectively, “Remove” or “Removing”) any content (including text, photos, graphics, audio, video, and other materials) you or any other person uploads, posts, sends, submits, transmits, or otherwise transfers to or through the Buddy Fruits Website (collectively, “User Content”). In appropriate cases and in our sole discretion, we may Remove User Content if properly notified that such User Content infringes a third party’s Intellectual Property Rights. It is our policy, in appropriate circumstances, to disable and/or close the Buddy Fruits Accounts of users who are repeat infringers. Without limiting any of our rights to take other action described in this Customer Agreement, including immediately Removing or modifying Infringing Content (as defined below) without notice, we will, within a reasonable period of time following our receipt in writing of a final, non-appealable court order finding that specific User Content infringes a third party’s Intellectual Property Rights (“Infringing Content”), Remove or modify such Infringing Content in the jurisdictions to which such order applies. -
8.2. Reporting Claims of Copyright Infringement.
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8.2.1.Digital Millennium Copyright Act (DMCA) Notice Procedures.
World Finer Foods will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or through the Buddy Fruits Website infringe your copyright, you may request removal of those materials (or access thereto) from the Buddy Fruits Website by submitting written notification to the World Finer Foods Intellectual Property Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
- Your physical or electronic signature;
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Service, a representative list of such works;
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material;
- Adequate information by which we can contact you (such as your name, mailing address, telephone number, and, if available, an e-mail address);
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law;
- A statement that the information in the written notice is accurate; and
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Legal Department
World Finer Foods
1455 Broad Street, 4th floor
Bloomfield, NJ 07003
914-393-6307
info@worldfiner.com
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Buddy Fruits Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. -
8.2.2.DMCA Counter-Notification Procedures.
If you believe that your User Content was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with World Finer Foods (a “DMCA Counter-Notice”) by submitting written notification to the World Finer Foods Intellectual Property Agent (identified above). Pursuant to the DMCA, the DMCA Counter-Notice must include substantially the following:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;
- A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;
- Your name, address, and telephone number (and if you wish to facilitate World Finer Foods’s ability to contact you, your e-mail address); and
- A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if your address is outside of the United States, for any judicial district in which World Finer Foods may be found), and that you will accept service of process from the person who provided us with the DMCA Notice at issue.
Please be aware that if you knowingly materially misrepresent that material or activity on the Buddy Fruits Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
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8.2.1.Digital Millennium Copyright Act (DMCA) Notice Procedures.
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8.3. Reporting Claims of Other Intellectual Property Infringement.
If you believe any User Content accessible on or through the Buddy Fruits Website infringes your Intellectual Property Rights (other than your copyrights), you may request removal of the User Content (or access thereto) from the Buddy Fruits Website by submitting written notification to the World Finer Foods Intellectual Property Agent (designated above). The written notice (an “Infringement Notice”) must include all of the following:
- Your physical or electronic signature.
- Identification and description of the Intellectual Property Rights you believe to have been infringed. If you are reporting a claim of trademark infringement, your written notice must identify the exact trademark, service mark, or other mark (and if the mark is anything other than standard characters, you must include a copy of the mark), a description of the goods or services for which you believe you have trademark rights, the registration number and office of registration (if applicable), and a description of the reason why you believe the User Content (“Alleged Infringing Content”) causes a likelihood of confusion with or dilution of your mark.
- Identification of the Alleged Infringing Content you believe to be infringing in a sufficiently precise manner to allow us to locate it. Adequate information by which we can contact you (such as your name, mailing address, telephone number, and, if available, an e-mail address).
- A statement that you have a good faith belief that use of the Alleged Infringing Content is not authorized by the owner of the Intellectual Property Rights, the owner’s agent, or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are the authorized owner of the Intellectual Property Rights or that you are authorized to act on behalf of the owner of the Intellectual Property Rights.
WORLD FINER FOODS HAS NO RESPONSIBILITY OR LIABILITY TO ANY PERSON FOR REMOVING ANY USER CONTENT OR OTHER CONTENT OR MATERIALS. YOU AND EACH USER EXPRESSLY AND FOREVER WAIVE ALL CLAIMS AGAINST THE WFF PARTIES ARISING OUT OF OR RELATING TO THE TEMPORARY OR PERMANENT SUSPENSION OR REMOVAL OF ANY USER CONTENT OR OTHER CONTENT OR MATERIALS.
You agree that if you knowingly materially misrepresent that User Content or activity on the Buddy Fruits Website is infringing Intellectual Property Rights, you will be held liable for (and will reimburse and pay the WFF Parties for) costs and fees (including attorneys’ fees) and other damages incurred by World Finer Foods in reviewing, investigating, addressing, and responding to your written notice and the claims made in such notice.
- 9. Advertising.
- This Site may include advertising, which may be targeted to you based on information that you provide to us, your use of this Site, and other information. In exchange for us granting you permission to access and use this Site, you consent to the WFF Parties (and our third party providers, partners, and affiliates) placing such advertising on this Site.
- 10. Indemnification.
- You agree to indemnify, defend, and hold harmless the WFF Parties from, against, and with respect to any and all liabilities, claims, losses, damages (including property damage and all incidental, consequential, punitive, special, and exemplary damages), injuries (including personal injury, sickness, and death), interest, fines, taxes, premiums, assessments, penalties, costs, and expenses (collectively, “Claims”), including any and all attorneys’ fees, paraprofessionals’ fees, and expenses incurred in the defense of Claims (whether or not a suit is instituted and, if so instituted, through all trial and appellate levels), arising out of or related to: (a) your use of and access to the Buddy Fruits Website; (b) the use of your Buddy Fruits Account (whether by you or any other person); (c) your breach or violation of any provision of this Customer Agreement; (d) our exercise of any rights or licenses granted by you to us (including the use of Your Information and Feedback); (e) any inaccuracy in or breach of any of the representations or warranties made by you; (f) your violation or alleged violation of any law or infringement of any third party right, including any Intellectual Property Rights or privacy rights; (g) your negligence, recklessness, or willful misconduct; or (h) any claim that your use of the Buddy Fruits Website caused damage to a third party. World Finer Foods will have the exclusive right: (i) to select legal counsel to defend Claims, (ii) to direct the defense or settlement of Claims, (iii) to make, accept, or reject any offers of settlement of Claims, (iv) to enter into any settlement, and (v) to admit or deny fault or liability. You agree that if you breach any of the provisions of this Agreement, you will pay all costs, including reasonable attorneys’ fees, incurred by World Finer Foods in connection with any litigation relating to such breach. Notwithstanding the foregoing, nothing in this Customer Agreement requires you to indemnify, defend, or hold harmless the WFF Parties (or any other person) for any Claims to the extent that such Claims occur as a result of our negligence, recklessness, or willful misconduct. The provisions of this Section 10 apply to the fullest extent permitted by applicable law. Your obligations under this Section 10 will continue even if you stop using the Buddy Fruits Website and will survive the deletion, closure, expiration, or termination of your Buddy Fruits Account or this Customer Agreement.
- 11. Disclaimers and Limitation of Liability - PLEASE READ CAREFULLY: This Section 11 includes important provisions that affect your legal rights.
- The provisions of this Section apply to the maximum extent permitted under applicable law. In addition, some jurisdictions do not permit the limitation of liability in contracts or the disclaimers of implied warranties, so some or all of the provisions of this Section may not apply to you.
- 11.1. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BUDDY FRUITS MATERIALS AND YOUR USE OF THE BUDDY FRUITS WEBSITE AND ALL CONTENT AND INFORMATION THAT IS PROVIDED OR CAN BE ACCESSED USING THE BUDDY FRUITS WEBSITE IS AT YOUR OWN RISK AND ALL OF THE FOREGOING ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.
- 11.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE WFF PARTIES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE, RELATING TO (A) ANY ORDERS PLACED BY YOU OR THROUGH YOUR BUDDY FRUITS ACCOUNT (AND ANY PRODUCTS PROVIDED OR SHIPPED BY WORLD FINER FOODS PURSUANT TO SUCH ORDERS), OR (B) THE BUDDY FRUITS WEBSITE OR THE USE THEREOF BY YOU OR ANY OTHER PERSON. NONE OF THE WFF PARTIES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, APPROPRIATENESS, LEGALITY, SAFETY, OR AVAILABILITY OF (A) ANY ORDERS PLACED BY YOU OR THROUGH YOUR BUDDY FRUITS ACCOUNT (AND ANY PRODUCTS PROVIDED OR SHIPPED BY WORLD FINER FOODS PURSUANT TO SUCH ORDERS), OR (B) THE BUDDY FRUITS WEBSITE OR THE USE THEREOF BY YOU OR ANY OTHER PERSON. WITHOUT LIMITING THE FOREGOING, NONE OF THE WFF PARTIES REPRESENTS OR WARRANTS THAT THE BUDDY FRUITS WEBSITE OR ANY OTHER CONTENT OR INFORMATION PROVIDED IN CONNECTION THEREWITH WILL MEET ANY OF YOUR NEEDS OR EXPECTATIONS, WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED.
- 11.3. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF THE WFF PARTIES WILL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY YOU OR ANY OTHER PERSON ARISING OUT OF, RELATED TO, OR ASSOCIATED WITH (A) ANY ORDERS PLACED BY YOU OR THROUGH YOUR BUDDY FRUITS ACCOUNT (AND ANY PRODUCTS PROVIDED OR SHIPPED BY WORLD FINER FOODS PURSUANT TO SUCH ORDERS), (B) THE BUDDY FRUITS WEBSITE OR THE USE THEREOF BY YOU OR ANY OTHER PERSON, (C) THE PERFORMANCE OR NON-PERFORMANCE BY WORLD FINER FOODS OF ANY OF ITS OBLIGATIONS UNDER THIS CUSTOMER AGREEMENT, OR (D) THE OPERATION OR MALFUNCTION OF THE BUDDY FRUITS WEBSITE, REGARDLESS OF WHETHER OR NOT WE, YOU, OR ANY PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- 11.4. TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIABILITY OF THE WFF PARTIES TO YOU OR ANY OTHER PERSON FOR ANY REASON AND UPON ANY CAUSE OF ACTION (WHETHER BASED IN TORT, CONTRACT, OR ON ANY LEGAL OR EQUITABLE GROUND OR THEORY OF RECOVERY) ARISING OUT OF OR RELATING TO (A) ANY ORDERS PLACED BY YOU OR THROUGH YOUR BUDDY FRUITS ACCOUNT (AND ANY PRODUCTS PROVIDED OR SHIPPED BY WORLD FINER FOODS PURSUANT TO SUCH ORDERS), (B) THE BUDDY FRUITS WEBSITE OR THE USE THEREOF BY YOU OR ANY OTHER PERSON, OR (C) THE OPERATION OR MALFUNCTION OF THE BUDDY FRUITS WEBSITE, WILL BE LIMITED TO THE LESSER OF YOUR ACTUAL DAMAGES OR THE TOTAL AMOUNT PAID BY YOU TO WORLD FINER FOODS PURSUANT TO THIS CUSTOMER AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING SUCH LIABILITY. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, NON‑INFRINGEMENT, AND OTHER CAUSES OF ACTION OR ALLEGATIONS.
- 11.5. SOME JURISDICTIONS MAY NOT ALLOW OR MAY OTHERWISE LIMIT THE PERMISSIBLE SCOPE OF DISCLAIMERS AND LIMITATIONS SUCH AS THOSE APPEARING IN THIS SECTION 11. ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS APPEARING IN THIS SECTION MAY NOT APPLY TO YOU. THE PROVISIONS OF THIS SECTION 11 WILL CONTINUE TO APPLY EVEN IF YOU STOP USING THE BUDDY FRUITS WEBSITE AND WILL SURVIVE THE DELETION, CLOSURE, EXPIRATION, OR TERMINATION OF YOUR BUDDY FRUITS ACCOUNT OR THIS CUSTOMER AGREEMENT.
- 11.6. Notwithstanding any other provision of this Customer Agreement to the contrary, nothing in this Customer Agreement will be deemed to limit our liability for any personal injury, death, or property damage occurring on our premises to the extent that such personal injury, death, or property damages results from our negligence, recklessness, or willful misconduct. The limitations of liability set forth in this Section 11: (a) only apply to the extent permitted by law, and (b) do not apply to the extent that such liability results from our gross negligence, recklessness, or willful misconduct.
- 11.7. New Jersey Consumers.Notwithstanding any other provision of this Customer Agreement to the contrary, if you are a “consumer” within the meaning of N.J. Stat. § 56:12-15, nothing in this Customer Agreement waives (a) any rights you may have under N.J. Stat. §§ 56:12-14 - 56:12-18, or (b) any rights you may have to recover (i) your attorneys’ fees, (ii) your share of any arbitrators’ and administrative fees of arbitration, or (iii) your court costs, filing fees, and other reasonable costs of suit.
- 12. Governing Law and Interpretation.
- This Customer Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the applicable federal laws of the United States, without regard to the conflicts of law provisions of any jurisdiction. Without limiting the foregoing provision, you and World Finer Foods expressly agree: (a) that the Virginia Uniform Computer Information Transactions Act, Virginia Code §§ 59.1-501.1 et seq. (“UCITA”), and the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) are expressly excluded from this Customer Agreement, (b) that any and all terms contained in UCITA or CISG will have no force or effect on any portion of this Customer Agreement, and (c) that UCITA and CISG do not apply to this Customer Agreement or any Orders placed by you or any other sales or transactions between you and World Finer Foods. If any ambiguity or question of intent or interpretation arises, this Customer Agreement will be construed as if drafted jointly by World Finer Foods and you, and no presumptions or burden of proof will arise favoring or disfavoring World Finer Foods or you by virtue of authorship of any of the provisions of this Customer Agreement. We retain all rights at law and in equity to enforce the provisions of this Customer Agreement in accordance with applicable laws.
- 13. Dispute Resolution – PLEASE READ CAREFULLY:This Section 13 includes important provisions that affect your legal rights, including a limitation of the period of time for bringing a claim against us, a waiver of the right to a trial by jury, and an agreement that any court proceedings will take place only in certain locations in Virginia.
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13.1. Injunctive Relief.
You acknowledge and agree that any violation of this Customer Agreement may cause irreparable harm to the WFF Parties, for which monetary damages would not be an adequate remedy. Therefore, you agree that: (a) World Finer Foods will be entitled to immediate injunctive relief to enjoin any actual, suspected, threatened, or potential violation by you of this Customer Agreement; (b) World Finer Foods will be entitled to such injunctive relief without any obligation (i) to post a bond or other security, or (ii) to prove actual damages or to prove that monetary damages will not provide an adequate remedy; and (c) you will not oppose or otherwise challenge the appropriateness of injunctive relief or the entry by a court of competent jurisdiction of an order granting injunctive relief. -
13.2. Service of Legal Process.
To the extent permitted by law, if your Account Information does not contain your current and accurate physical address (or if we are unable, after reasonable efforts, to effect service of process on you at such physical address), you hereby irrevocably agree to accept service of process by any means of communication associated with your Buddy Fruits Account or through any contact information in Your Information, including service by U.S. mail, e-mail, short message service (SMS), messages or alerts displayed or sent to you through the Buddy Fruits Website, or social media messages, posts, or tweets, and you waive any objections to service of process by such methods. -
13.3. Time Period for Bringing Claims.
TO THE EXTENT PERMITTED BY LAW: YOU MUST COMMENCE OR FILE ANY CLAIM OR ACTION ARISING OUT OF OR RELATING TO (A) THIS CUSTOMER AGREEMENT, (B) ANY ORDERS (AND ANY PRODUCTS PROVIDED OR SHIPPED BY WORLD FINER FOODS PURSUANT TO SUCH ORDERS), (C) THE BUDDY FRUITS WEBSITE (OR THE THEREOF BY YOU OR ANY OTHER PERSON), (D) THE PERFORMANCE OR NON-PERFORMANCE BY YOU OR WORLD FINER FOODS OF ANY OF OBLIGATIONS UNDER THIS CUSTOMER AGREEMENT, OR (E) ACTUAL OR ALLEGED INFRINGEMENT BY YOU OR ANY OF THE WFF PARTIES OR AFFILIATES, OR THE BUDDY FRUITS WEBSITE OF ANY INTELLECTUAL PROPERTY RIGHTS WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED. TO THE EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE THE RIGHT TO COMMENCE OR FILE ANY SUCH CLAIM OR ACTION UNDER ANY LONGER STATUTE OF LIMITATIONS. -
13.4. Venue.
Any and all claims or disputes arising out of or relating to (a) this Customer Agreement, (b) any Orders (and any products provided or shipped by World Finer Foods pursuant to such Orders), (c) the Buddy Fruits Website (or the use thereof by you or any other Person), (d) the performance or non-performance by you or World Finer Foods of any of obligations under this Customer Agreement, or (e) actual or alleged infringement by you or any of the WFF Parties or Affiliates, or the Buddy Fruits Website of any Intellectual Property Rights, will be commenced and maintained only in a state or federal court of competent subject matter jurisdiction situated or located in Shenandoah County, Virginia. YOU AND WORLD FINER FOODS BOTH CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN ANY SUCH COURT (AND IN ANY OF THE APPROPRIATE APPELLATE COURTS THEREFROM) AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION (INCLUDING ANY OBJECTION BASED ON INCONVENIENT FORUM) WHICH YOU OR WORLD FINER FOODS MAY NOW OR HEREAFTER HAVE TO VENUE IN ANY SUCH COURT. -
13.5. Waiver of Jury Trial.
YOU AND WORLD FINER FOODS IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU OR WORLD FINER FOODS MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO (A) THESE TERMS OF USE, (B) ANY ORDERS (AND ANY PRODUCTS PROVIDED OR SHIPPED BY WORLD FINER FOODS PURSUANT TO SUCH ORDERS), (C) THE BUDDY FRUITS WEBSITE OR ANY OTHER WORLD FINER FOODS WEBSITE (OR THE USE OF ANY OF THE FOREGOING BY YOU OR ANY OTHER PERSON), (D) THE PERFORMANCE OR NON-PERFORMANCE BY YOU OR WORLD FINER FOODS OF ANY OF OBLIGATIONS UNDER THESE TERMS OF USE, OR (E) ACTUAL OR ALLEGED INFRINGEMENT BY YOU OR ANY OF THE WFF PARTIES OR AFFILIATES, OR THE BUDDY FRUITS WEBSITE OF ANY INTELLECTUAL PROPERTY RIGHTS. YOU CERTIFY AND ACKNOWLEDGE THAT: (1) NONE OF THE WFF PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT WORLD FINER FOODS WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (2) YOU HAVE CAREFULLY CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (3) YOU ARE MAKING THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (4) YOU HAVE BEEN INDUCED TO ENTER INTO THESE TERMS OF USE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION.
- 14. Acceptable Use Policy.
- We want all of our customers and users to enjoy a high quality experience when using the Buddy Fruits Website. You agree that you will not:
- 14.1.1. Send any content or materials to or through this Site that do not comply with this Customer Agreement;
- 14.1.2. Access or use this Site using the Buddy Fruits Account of another user;
- 14.1.3. Circumvent, compromise, or undermine the security or integrity of this Site, or attempt to do so;
- 14.1.4. Probe, scan, or test the vulnerability of this Site, or any systems, networks, servers, computers, devices, or equipment owned or controlled by any of the WFF Parties or our users;
- 14.1.5. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of this Site, or any server, network, computer, device, system, or database owned or controlled by any of the WFF Parties (or any of our users) or related to, associated with, or connected to the Buddy Fruits Website;
- 14.1.6. Use any automated device, process, or means (such as robots or spiders) to access or use the Buddy Fruits Website for any purpose, including monitoring or copying any Buddy Fruits Materials;
- 14.1.7. Attack the Buddy Fruits Website via a denial-of-service or distributed denial-of-service attack;
- 14.1.8. Use the Buddy Fruits Website in any manner that we believe could disable, overburden, damage, impair, or interfere with the proper operation of this Site;
- 14.1.9. Interfere with or disrupt the performance or integrity of the Buddy Fruits Website or any data transmitted by or through the Buddy Fruits Website;
- 14.1.10. Engage in any other conduct that, in our determination, restricts or inhibits anyone’s use or enjoyment of the Buddy Fruits Website or that may harm any of the WFF Parties or our users or expose the WFF Parties or our users to liability; or
- 14.1.11. Transmit any viruses, Trojan horses, worms, malware, or other material which is malicious or technologically harmful through the Buddy Fruits Website.
- 15. Children Under Age 13.
- We are committed to protecting the privacy of children under the age of thirteen (13) years (“Children”). Access and use of the Buddy Fruits Website by Children is prohibited by this Customer Agreement. This Site is not designed for or marketed to Children, and World Finer Foods does not knowingly collect Personal Information (as defined in the Privacy Policy) from Children through this Site. By using this Site and/or submitting any information to World Finer Foods through this Site, you represent and warrant that you are at least thirteen (13) years old.
- 16. Force Majeure.
- The WFF Parties shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Customer Agreement, for any failure or delay in fulfilling any Order or performing any term of this Customer Agreement if such failure or delay is caused by, results from, or arises out of any of the following (each, a “Force Majeure Event”): acts of God; fire, earthquake, tsunami, volcanic eruption, windstorm (including tornado or hurricane), or other natural disasters; epidemics, pandemics, or other outbreaks of disease; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, or explosion; government order or law; actions, embargoes or blockades; action by any Governmental Authority; national, state, or local emergency; strikes, labor stoppages or slowdowns or other industrial disturbances; shortage of adequate utility services or transportation facilities; any other events or circumstances which are not within our reasonable control. If a Force Majeure Event continues uninterrupted for more than one hundred eighty (180) days, you will be entitled to give us written notice terminating any Orders affected by such Force Majeure Event. The provisions of this paragraph apply to any Force Majeure Event, whether in effect as of the date the Order was placed or occurring at any time thereafter, and regardless of whether such Force Majeure Event was known or was foreseeable on the date the Order was placed.
- 17. Termination.
- We reserve the right, without any liability to you, to modify, suspend, disable, delete, close, or terminate your Buddy Fruits Account or Your Information (in whole or in part), and to suspend or terminate your permission to access and use the Buddy Fruits Website for violation of this Customer Agreement, or for any other reason. If you wish to end your relationship with us, you may request the closure of your Buddy Fruits Account at any time by contacting us at buddyfruits@worldfiner.com. After the closure of your Buddy Fruits Account, we may retain Your Information indefinitely for accounting, legal, and other purposes. This Customer Agreement and all rights and permission granted by World Finer Foods to you will automatically terminate upon the closure, deletion, or termination of your Buddy Fruits Account. Any termination, cancellation, or expiration of this Customer Agreement notwithstanding (and notwithstanding the closure, deletion, or termination of your Buddy Fruits Account or your stopping using the Buddy Fruits Website), Sections 5.3, 6.2, 6.3, 7, 8, 10, 11, 12, 13, 14, 16, and 19, and any provisions which are by their terms intended to survive and continue will so survive and continue.
- 18. Links to Third Party Websites.
- We may provide links on this Site to other websites that are not under our control (each, a “Third Party Site”). In general, any website that has an address (or URL) not containing our domain name (bonnemaman.us) is a Third Party Site. These links are provided for convenience or reference only and do not indicate (a) any affiliation between World Finer Foods and a Third Party Site; or (b) World Finer Foods’s approval, sponsorship, or endorsement of a Third Party Site, the organization or individual operating such Third Party Site, or any of the information or content contained on such Third Party Site, including products or services that may be sold or advertised on a Third Party Site. We accept no responsibility for, and we expressly disclaim, any warranties or liability relating to, the accuracy, relevancy, intellectual property compliance, legality, or decency of materials displayed on or contained in any Third Party Site. Your access and use of any Third Party Site is at your own risk. You acknowledge that this Customer Agreement contain no representation, warranty, or endorsement by us of any Third Party Site or any of the products, services, information, or other content available on any Third Party Site. Your use of any Third Party Site will be governed by the terms and conditions posted at such Third Party Site, including any Privacy Policy posted on such Third-Party Site. Your rights and obligations with respect to any of the products, services, information, or other content available at any Third Party Site will be determined by the terms and conditions, if any, posted at such Third Party Site. We encourage you to review the terms and conditions and any privacy statements posted on a Third Party Site, or to contact the operator of a Third Party Site prior to using or providing any information on such Third Party Site.
- 19.Miscellaneous.
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19.1. Reservation of Rights.
We reserve all rights relating to the Buddy Fruits Website and the Buddy Fruits Materials not expressly granted to you by this Customer Agreement. -
19.2. Further Assurances.
You agree to execute, acknowledge, and deliver all such further documents, and take such further action, as may be reasonably required to carry out and consummate the transactions contemplated by this Customer Agreement. -
19.3. Severability; Non-Waiver.
If any provision of this Customer Agreement is determined to be invalid or unenforceable, 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 will not affect the validity or enforceability of any of the remaining provisions of this Customer Agreement. No waiver by us, and no failure by us to exercise any of our rights or remedies hereunder, will be deemed to constitute a waiver of such provision, right, or remedy in the future, or of any other provision, right, or remedy hereunder, unless such waiver is set forth in a written instrument signed by an authorized manager or officer of World Finer Foods. -
19.4. No Assignment; No Third Party Beneficiaries.
This Customer Agreement is personal to you. Neither this Customer Agreement nor any of your rights or obligations may be sold, transferred, delegated, or assigned by you without our prior written consent, and any attempt to do so without such consent will be void, and no rights will devolve by operation of law or otherwise upon any assignee, receiver, liquidator, trustee, or other person. Subject to the foregoing, this Customer Agreement will be binding upon and inure to the benefit of the parties and their respective successors, assigns, and legal representatives. Nothing in this Customer Agreement is intended, nor will be deemed, to confer any rights or remedies upon any person other than the WFF Parties and you. -
19.5. Headings and General Construction.
The descriptive headings in this Customer Agreement are inserted for convenience only and do not constitute a part of this Customer Agreement. Throughout this Customer Agreement, unless the context requires otherwise, the use of the singular includes the plural, and vice versa. The words “include”, “includes”, and “including” are not limiting, the word “or” is not exclusive, and the word “herein” refers to this Customer Agreement. -
19.6. Entire Agreement.
This Customer Agreement contains the entire agreement and understanding between you and us with respect to (a) your use of the Buddy Fruits Website and the Buddy Fruits Materials, and (b) all Orders placed by you through the Buddy Fruits Website (and any products provided or shipped by World Finer Foods pursuant to such Orders), and this Customer Agreement supersedes and replaces any other prior or contemporaneous agreements, terms, or conditions applicable to the subject matter of this Customer Agreement.
- 20. Contacting Us.
- If you have any questions about this Customer Agreement (including the Privacy Policy or the Shipping Policy), the Buddy Fruits Website, your Buddy Fruits Account, or your Orders, you may contact us by email at buddyfruits@worldfiner.com or through the Contact page on the Buddy Fruits Website (https://buddyfruits.com/pages/contact).