Terms of Use

These Terms of Use are effective as of January 3, 2023 and replace any prior Terms of Use.

Welcome to our web site, www.megafood.com (the "Site"). Your access to and use of the Site is subject to and governed by these terms of use ("Terms of Use") and all applicable laws. The Site is operated by FoodState, Inc. (“FoodState”, we, us”) from its offices within the United States. FoodState makes no representation that Products, Services, Content, materials or information made available on or accessed through the Site are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. FoodState may change or modify these Terms of Use, in whole or in part, at any time by updating this posting without prior notice or liability to users, as more particularly set forth in Section 16 herein. By accessing, browsing and/or using the Site (including all Content, materials and information made available on or accessed through the Site), or by clicking an “I ACCEPT” icon, putting a checkmark in a checkbox, or providing some other means of indicating acceptance of these Terms of Use as specified by FoodState, and whether you are a "Visitor" (which means that you simply browse the Site), a "Registered User" (which means that you have registered with FoodState), or a “Purchaser” (which means that you are purchasing Products or Services from or through the Site), you acknowledge that you have read, understood and agree to be bound by these Terms of Use and to comply with all applicable laws. The terms "you" or "user", as used in these Terms of Use, refers to a Visitor, a Registered User and/or a Purchaser, as applicable.

1. Proprietary Rights.

The Site and its contents, including text, graphics, images, photographs, illustrations, videos, audio, code, data, trademarks, service marks, logos, taglines, slogans, trade names, documents, data sheets, and other information and material, made available on or accessed through the Site (collectively, the “Content”) and any and all intellectual property and proprietary rights inherent therein or appurtenant thereto, are owned by FoodState, its licensors or other rights holders and are protected under both United States and foreign laws, including copyright and trademark laws. Your use of the Site does not grant to you ownership of any of the Content. Except as stated herein, none of the Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without the prior written permission of authorized personnel of FoodState, its licensors or the otherwise applicable rights holders.

The trademarks, service marks, logos, taglines, slogans, business names and trade names (collectively, the "Marks") displayed on the Site or on the Content are registered and/or unregistered Marks of FoodState, its licensors and/or other rights holders and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their respective rights holders or that otherwise are likely to cause customer confusion, or in any manner that disparages or discredits their respective rights holders. All Marks not owned by FoodState that appear on the Site or in the Content are the property of their respective owners. Nothing contained on the Site or in the Content should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Mark displayed on the Site or in the Content without the written permission of FoodState or the otherwise applicable rights holders. Your misuse, including any unauthorized use, of the Marks displayed on the Site or in the Content is strictly prohibited.

2. Limited License.

Subject to your compliance with these Terms of Use, you may (a) access and view the Content on the Site on your computer or other device and (b) download any of the Content displayed and identified on the Site as specifically identified as available for downloading, in each case solely for your own lawful, non-commercial or personal use, provided that you retain all copyright and other proprietary notices contained in the Content. Any rights not expressly granted herein are reserved. Notwithstanding the foregoing, any other Content that is made available on or accessed through the Site with its own license terms, conditions and notices shall be governed by such terms, conditions and notices. In the event of any conflict, such additional or different terms, conditions and notices will prevail over these Terms of Use.

Except for the limited permission in the preceding paragraph, FoodState does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights or other proprietary or intellectual property rights of FoodState or of any third party, whether by estoppel, implication or otherwise.

The Content may not be modified, copied, posted on any network computer or broadcasted in any media. You may not mirror the Site or any of the Content on another web site or in any other media.

3. Privacy Policy.

In order for you to access certain portions of the Site, you may be asked to provide information that personally identifies you, such as your name, mailing address, e-mail address and business and/or personal telephone numbers ("Personal Information" as defined in our Privacy Policy identified below). If you communicate with us by e-mail or otherwise complete online forms or the like, information provided in such communications may be collected as Personal Information. FoodState's information collection and use policies with respect to the privacy of such Personal Information, including information obtained by cookies, are set forth in the Site's Privacy Policy, which is located at https://www.megafood.com/customer-support/privacy-policy.html and is incorporated herein by reference.

4. Purchase of Products and Services.

Purchase of products (“Products”) and services (“Services”) through the Site are governed by these Terms of Use and any other policies or terms of FoodState identified in these Terms of Use. No purchases will be permitted unless and until you indicate assent to these Terms of Use as provided for on or through the Site. You represent, warrant and agree that you are purchasing Products and Services for your own internal and personal use and not for resale. No Products or Services will be delivered outside the United States. You will be required to click on an “I ACCEPT” icon, put a checkmark in a checkbox, or provide some other means of indicating acceptance of these Terms of Use as specified by FoodState in order to purchase Products and Services. You must (a) be a resident of the United States and (b) be at least 18 years of age and at least of the age of majority in your state of residence, in order to purchase Products and Services, and by using this Site and purchasing Products or Services you hereby confirm that you meet these qualifications.

Payment Terms. Payment is due prior to shipment of Products or receiving Services. Products and Services are obtained by adding them to your shopping “cart” and when you are ready to check out and pay you will be need to provide the required information specified, including with regard to your selection from available payment methods and your shipping information. A receipt will be emailed to the email address provided by you. Payments will be handled by one or more third party processors designated by us and you hereby agree to the use of such third party payment processors. You may be required to leave our Site and go to the third party processor(s)’ sites. In all events we disclaim any and all liability for the actions and omissions of such third party processors.

Shipping and Returns. The provisions governing shipping and delivery are found at https://www.megafood.com/customer-support/shipping-returns.html and return of products are found at https://www.megafood.com/customer-support/refunds-returns.html.

Cancellation of Orders. We reserve the right to refuse or cancel any orders whether or not the order has been confirmed and your credit card charged (including orders for Products or Services that are mistakenly listed at an incorrect price). If your credit card already has been charged for the purchase and your order is cancelled, we will issue a credit to your credit card account (including for the incorrect price where applicable).

DISCLAIMERS OF WARRANTIES. EXCEPT AS PROVIDED IN THE EXPRESS WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY LAW FOODSTATE HEREBY DISCLAIMS ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS OF ANY KIND OR NATURE RELATING TO ALL PRODUCTS AND SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALINGS, TRADE PRACTICES, OR OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, ABSENCE OF SECURITY INTEREST, ENCUMBRANCE OR LIEN, AND QUIET ENJOYMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU AND IN SUCH STATES OUR LIABILITY WILL BE DEEMED LIMITED TO THE EXTENT PERMITTED BY LAW. TO THE EXTENT THAT ANY IMPLIED WARRANTIES ARE DEEMED TO EXIST UNDER APPLICABLE LAW DESPITE ANY DISCLAIMERS, THEY ARE HEREBY EXPRESSLY LIMITED IN DURATION TO THE DURATION OF ANY EXPRESS WRITTEN WARRANTY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FOODSTATE OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, INVESTORS, EMPLOYEES, AGENTS, LICENSORS, CONTRACTORS, VENDORS AND/OR SERVICE PROVIDERS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OR ENHANCED, PUNITIVE OR EXEMPLARY DAMAGES, RESULTING FROM OR RELATING TO THE PRODUCTS OR SERVICES OR ANY CONTENT, INFORMATION OR MATERIALS ASSOCIATED THEREWITH, INCLUDING WITHOUT LIMITATION BODILY INJURY, PERSONAL INJURY OR DEATH, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FOODSTATE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT ANY OF THESE EXCLUSIONS ARE DEEMED BY A COURT OF APPROPRIATE JURISCTION TO BE UNENFORECEBALE, IN NO EVENT WILL FOODSTATE’S LIABILITY FOR ALL CLAIMS BY YOU IN THE AGGREGATE ARISING FROM A PARTICULAR PRODUCT OR SERVICE OR ANY CONTENT, INFORMATION OR MATERIALS ASSOCIATED THEREWITH EXCEED THE PURCHASE PRICE OF THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM OR LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND IN SUCH STATES OUR LIABILITY WILL BE DEEMED LIMITED TO THE EXTENT PERMITTED BY LAW.

5. Use Restrictions and Prohibited Conduct.

Any commercial or promotional distribution, publishing or exploitation of the Site or any of the Content is strictly prohibited unless you have received the express prior written permission from authorized personnel of FoodState, FoodState’s licensors or the other rights holders, as applicable. Other than as expressly allowed under these Terms of Use, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit the Site or any of the Content. You agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose the Site or any of the Content. You further agree that you may not alter or remove any Marks or any other proprietary content or proprietary rights notices contained on the Site or in the Content. You acknowledge that you do not acquire any ownership rights by downloading any copyrighted Content made available on or accessed through the Site.

You agree that you shall not: (a) hold yourself out as a representative, agent or employee of FoodState and/or impersonate any individual or entity or misrepresent your affiliation with any individual or entity; (b) use the Site in any manner with the intent to interrupt, damage, disable, overburden or impair the Site, including by introduction or placement of malware, viruses, or other harmful code on the Site or any part thereof; (c) use the Site or any of the Content in violation of FoodState’s or any third party's intellectual property or other proprietary or legal rights; (d) use the Site or any of the Content in violation of any applicable laws; (e) attempt (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt or otherwise alter or interfere with the Site or any Content, or make any unauthorized use thereof; (f) obtain or attempt to obtain any content, materials or information through any means not intentionally made publicly available or provided for through the Site; (g) attempt to gain unauthorized access to the Site through hacking, password mining or any other means; (h) use or attempt to use any “spider”, “robot”, “bot”, “scraper”, “data minder” or any other program, device or algorithm, process or methodology to access, acquire, copy or monitor the Site (or portions thereof) or the Content (or portions thereof); (i) engage in or promote harassment in any manner or form; (j) upload to, distribute, or otherwise publish on or through the Site any content which is libelous, defamatory, obscene, abusive, threatening, invasive of privacy or publicity rights, illegal, or otherwise objectionable, or which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law, including any content that violates the provisions of Section 8 relating to Submissions; (k) upload commercial content on the Site or use the Site for any commercial solicitation, or to solicit others to join or become members of any other commercial online service or other organization, and/or (l) use the Site for spamming or any other abusive electronic communications. This provision does not prevent you from using RSS feeds that may be provided on the Site.

6. Registration and Passwords.

Registration and/or login are required to establish an account. Upon registration you will be considered a “Registered User”. You will be required to click on an “I ACCEPT” icon, put a checkmark in a checkbox, or provide some other means of indicating acceptance of these Terms of Use as specified by FoodState in order to establish an account. You must (a) be a resident of the United States and (b) be at least 18 years of age and at least of the age of majority in your state of residence, in order to register and create an account. Registered Users must provide (1) all equipment necessary for their own Internet connection, including computer and modem or other device(s) as needed, (2) provide for their access to the Internet, and (3) pay any fees related to such connection.

By registering, you represent and warrant to FoodState that: (a) you are a resident of the United States and are 18 years of age or older and are of at least the age of majority in your state of residence as of the time you register as a Registered User; (b) all information provided by you to FoodState during the registration process is truthful, accurate and complete; (c) you will comply with all terms and conditions of these Terms of Use and applicable law; and (d) you will not use the Site, any of the Content or any other content, materials or information obtained from the Site, for any purpose that is unlawful or prohibited by these Terms of Use.

As a Registered User, you agree to maintain and promptly update your registration data as necessary to keep it true, accurate, current and complete. FoodState may terminate your access to the Site (or portions thereof) without prior notice or liability if any of the information provided is found to be inaccurate, false, out of date or incomplete, or for violating these Terms of Use and/or the law.

As part of the registration process, you are required to select and use a password. As a Registered User, you acknowledge that you are solely responsible for all activities that occur under your password or account while using the Site. You are responsible for maintaining the security and confidentiality of your password and monitoring and controlling access to your account. You agree to notify FoodState immediately of any unauthorized use of any account or password, or any other known or suspected breach of security.

If you are a Registered User, you may deactivate your account at any time by contacting us at privacy@megafood.com. Once your account is deactivated, it will not be viewable on the Site. As with any web site, even if a user deactivates his/her account, some information previously posted or otherwise uploaded may still be accessible by third parties. FoodState is not responsible for the continued accessibility of the information posted or uploaded by a Registered User. You may re-activate your account by contacting us at privacy@megafood.com.

7. Indexing.

The Site may be indexed by search engines that survey the Web and are available to the public generally.

8. User Submissions.

You must be a Registered User in order to make Submissions. FoodState does not claim ownership of any information or material you transmit, post or upload to or through the Site that is not required for your use of the Site or receipt of any Services or Products, by any means including, without limitation, by message boards, chat rooms or similar discussion forums, blogs, wiki pages or otherwise (“Submissions”). Submissions will be treated as non-confidential and non-proprietary, and may be disseminated or used by us for any purpose and in any way without any compensation. By making a Submission to or through the Site you: (a) agree that we are free to use any ideas, concepts or know-how contained in any Submission, and (b) automatically grant us an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and distribute such Submission, alone or as part of other works in any form, media, or technology whether now known or hereafter developed.

Please be aware that with regard to Submissions, any Personal Information you submit can be read, collected, or used by other users of these forums, and could be used to send you unsolicited messages or for other purposes. We are not responsible for the Personal Information you choose to submit in these Submissions. FoodState does not want you to, and you should not, send any confidential or proprietary information to FoodState via such Submissions.

You warrant and agree that you shall not transmit, post or upload to or through the Site any Submission that is, in or whole or in part, libelous, scandalous, inflammatory, discriminatory, defamatory, false, threatening, vulgar, obscene, pornographic, profane, abusive, harassing, invasive of another’s privacy, hateful or bashing, aimed at gender, race, color, sexual orientation, national origin, religious views or disability, or otherwise unlawful, or that violates or infringes on the privacy, publicity, intellectual property, proprietary, contractual or other rights of any third party, and that all Submissions will otherwise comply with these Terms of Use.

FoodState does not represent or warrant the truthfulness, accuracy or reliability of any content, information or material contained in any Submissions made to or through the Site by users or endorse any statements, representations or opinions expressed by users in their Submissions. Your reliance on content, information, material, statements, representations or opinions contained in any Submissions made to or through the Site by other users shall be at your own risk. Any product claim, statistic, quote or other representation about a product and/or service contained in a Submission should be verified with the applicable manufacturer or provider.

FoodState is not responsible for screening or monitoring Submissions made to or through the Site by users. If notified by a user of any Submission made to the Site allegedly in violation of these Terms of Use, FoodState may investigate the allegation and determine in good faith and its sole discretion whether to remove such Submission or any portion thereof. FoodState shall have no liability or responsibility to users for performance or nonperformance of such investigation and/or removal.

FoodState reserves the right not to post or to remove any information or material posted, uploaded, inputted or submitted to the Site for any reason, including, without limitation, any Submissions that, in its sole discretion, it deems to be in violation of these Terms of Use.

FoodState does not and cannot review all communications or materials posted by users accessing the Site, and is not in any manner responsible for the content of such communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the Site, FoodState is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Site. However, FoodState reserves the right to block or remove communications or materials that it determines in its sole discretion to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or other intellectual property right of another, (d) offensive or otherwise unacceptable, (e) in violation of these Terms of Use or any part hereof, and/or (f) in violation of law.

The foregoing is not intended to apply to any Personal Information submitted to FoodState via e-mail or through the Site - the use of which is governed by the Site's Privacy Policy.

9. Health Information.

NO CONTENT OR STATMENTS ABOUT OUR PRODUCTS OR SERVICES IS INTENDED TO PRESCRIBE OR BE TAKEN AS MEDICAL ADVICE. FOR ANY MEDICAL OR HEALTH CONDITION YOU SHOULD CONSULT WITH A PHYSICIAN OR APPROPRIATE HEALTH PROFESSIONAL.

ANY AND ALL CONTENT PERTAINING TO GENERAL NUTRITION, FITNESS, CONDITIONING AND HEALTH ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED FOR, AND SHOULD NOT BE CONSTRUED AS OR BE A SUBSTITUTE FOR, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. FOODSTATE IS NOT ENGAGED IN RENDERING MEDICAL ADVICE OR SERVICES. CONTENT, INCUDING INFORMATION AND STATEMENTS REGARDING THE HEALTH RELATED BENEFITS OF CERTAIN PRODUCTS, SERVICES OR INGREDIENTS, IF ANY, AND THE PRODUCTS AND SERVICES THEMSELVES, ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE. THE CONTENT IS NOT MEANT TO SUBSTITUTE FOR THE ADVICE PROVIDED BY YOUR PERSONAL PHYSICIAN OR OTHER MEDICAL OR HEALTHCARE PROFESSIONAL. DO NOT USE THE CONTENT OR ANY PRODUCTS OR SERVICES TO SELF-DIAGNOSE OR TREAT ANY HEALTH OR MEDICAL CONDITIONS, DISEASES, ILLNESSES OR PROBLEMS. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR MATTER. ADVANCE CONSULTATION WITH YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER IS PARTICULARLY IMPORTANT FOR ANYONE UNDER AGE EIGHTEEN (18) YEARS OLD, PREGNANT, BREASTFEEDING OR WITH HEALTH PROBLEMS. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ, LISTENED TO OR WATCHED ON OR ACCESSED THROUGH THE SITE.

NONE OF THE PRODUCTS OFFERED OR SOLD THROUGH THIS SITE OR BY FOODSTATE ARE INTENDED TO BE USED TO SELF-MEDICATE OR TREAT ANY FORM OF DISEASE, ILLNESS OR HEALTH PROBLEM. FOODSTATE DOES NOT RECOMMEND THE USE OF ANY PRODUCTS AS A SUBSTITUTE FOR MEDICAL CARE.

FOODSTATE IS NOT RESPONSIBLE FOR ANY ADVERSE REACTION FROM USING ANY OF THE PRODUCTS OR TO ANY INGREDIENT CONTAINED IN THE PRODUCTS. PLEASE CHECK THE LIST OF INGREDIENTS FOR ANY KNOWN SENSITIVITIES OR ALLERGIES YOU HAVE. NOT ALL PRODUCTS CONTAIN A LIST OF ALL INGREDIENTS. PURCHASERS SHOULD CONTACT SUPPORT BEFORE BUYING IF A PARTICULAR PRODUCT DOES NOT CONTAIN A FULL LIST OF INGREDIENTS OR IF PURCHASER HAS ANY QUESTIONS. IF YOU HAVE A SENSITIVITY OR ALLERGY TO ANY INGREDIENT(S) IDENTIFIED DO NOT USE THE PRODUCT. WHEN IN DOUBT PLEASE CONSULT YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER.

FOODSTATE MAY PROVIDE A LIST OF MEDICAL AND HEALTH CARE PROVIDERS FROM WHOM OUR PRODUCTS MAY BE PURCHASED. HOWEVER, NEITHER FOODSTATE, THE SITE NOR THE CONTENT, RECOMMEND OR ENDORSE ANY SPECIFIC PHYSICIANS OR HEALTH CARE PROVIDERS, PROCEDURES, MEDICAL OPINIONS, COURSE OF TREATMENT OR THERAPY. YOU SHOULD ALWAYS CONSULT YOUR OWN QUALIFIED HEALTH CARE PROVIDER CONCERNING YOUR PARTICULAR CIRCUMSTANCES AND NEEDS AND NOT RELY ON THE SITE OR THE CONTENT.

10. Copyright Infringement Claims.

Pursuant to the Digital Millennium Copyright Act (17 U.S.C. §512, as amended), if you believe in good faith that copyrighted work has been copied, adapted, reproduced or exhibited on the Site in a manner that constitutes copyright infringement, you may submit written notification of the claimed infringing activity addressed to our Designated Copyright Takedown Agent (“Copyright Agent”) at: by mail, Legal Department, 380 Harvey Road, Manchester, NH 03103; or by email, copyrightclaims@megafood.com (indicating in the email that it is to the attention of Copyright Agent).

To be effective, the notification must include the following information, or such other information as required under the Digital Millennium Copyright Act then in effect: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. We suggest that you consult your legal advisor before submitting written notification, as the above-stated requirements may have changed.

In appropriate circumstances, FoodState, at its sole discretion, may suspend or terminate any user’s (whether Visitor, Registered User or Purchaser) access to the Site and/or take other action against users where FoodState reasonably believes that infringing activity is occurring, regardless of whether the material or activity is ultimately determined to be infringing. Furthermore, FoodState will, in appropriate circumstances, terminate account access rights and/or account(s) of Registered Users and other subscribers and account holders who are repeat infringers of the copyrights of others.

11. Disclaimers and Limitation of Liability.

SITE AND CONTENT DISCLAIMER. THE SITE AND/OR THE CONTENT ARE NOT PROMISED OR GUARANTEED TO BE CORRECT, CURRENT OR COMPLETE, AND THEY MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. FOODSTATE MAKES NO REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF ANY OF THE CONTENT OR ANY OTHER MATERIALS OR INFORMATION DISPLAYED, DISTRIBUTED OR MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, INCLUDING STATEMENTS, REPRESENTATIONS OR OPINIONS EXPRESSED BY USERS IN THEIR SUBMISSIONS. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH CONTENT, MATERIALS OR INFORMATION IS AT YOUR SOLE RISK. FOODSTATE WILL NOT BE RESPONSIBLE FOR ANY LOSS, HOWEVER ARISING, FROM USE OF, OR RELIANCE ON ANY SUCH CONTENT, MATERIALS OR INFORMATION. YOU ACKNOWLEDGE AND ACCEPT THAT FOODSTATE DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE AND OPERATION OF THE SITE MAY BE INTERFERED WITH OR ADVERSELY AFFECTED BY NUMEROUS FACTORS OR CIRCUMSTANCES OUTSIDE OF OUR CONTROL.

DISCLAIMER OF WARRANTIES. THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW FOODSTATE HEREBY DISCLAIMS ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALINGS, TRADE PRACTICES, OR OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, ABSENCE OF SECURITY INTEREST, ENCUMBRANCE OR LIEN, AND QUIET ENJOYMENT. WITHOUT LIMITATION, FOODSTATE MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE SITE OR CONTENT OR ANY OTHER MATERIALS OR INFORMATION DISPLAYED, DISTRIBUTED OR MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, OR ABOUT THE RESULTS TO BE OBTAINED FROM USING THE SAME. FOODSTATE DOES NOT WARRANT THAT THE SITE, THE CONTENT OR ANY OTHER MATERIALS OR INFORMATION DISPLAYED, DISTRIBUTED OR MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE ERROR FREE, OR WILL OPERATE WITHOUT INTERRUPTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU AND IN SUCH STATES OUR LIABILITY WILL BE DEEMED LIMITED TO THE EXTENT PERMITTED BY LAW. TO THE EXTENT THAT ANY IMPLIED WARRANTIES ARE DEEMED TO EXIST UNDER APPLICABLE LAW DESPITE ANY DISCLAIMERS, THEY ARE HEREBY EXPRESSLY LIMITED IN DURATION TO THE DURATION OF ANY EXPRESS WRITTEN WARRANTY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY. TO THE FULLEST EXTENTPERMITTED BY LAW, IN NO EVENT WILL FOODSTATE OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, INVESTORS, EMPLOYEES, AGENTS, LICENSORS, CONTRACTORS, VENDORS AND/OR SERVICE PROVIDERS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, OR ENHANCED, PUNITIVE OR EXEMPLARY DAMAGES, RESULTING FROM OR RELATING TO, THE SITE, THE CONTENT OR ANY OTHER MATERIALS OR INFORMATION DISPLAYED, DISTRIBUTED OR MADE AVAILABLE ON OR THROUGH THE SITE, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, THE USE OF OR INABILITY TO USE THE SITE AND/OR CONTENT, ANY CHANGES TO OR INACCESSIBILITY OF THE SITE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY SUBMISSIONS BY USERS, OR ANY CONTENT OR INFORMATION FROM A THIRD PARTY ACCESSED ON OR THROUGH THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FOODSTATE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND IN SUCH STATES OUR LIABILITY WILL BE DEEMED LIMITED TO THE EXTENT PERMITTED BY LAW.

12. Indemnity.

You agree to defend, indemnify, and hold harmless FoodState and its affiliates, and all of their respective officers, directors, members, managers, owners, investors, employees, agents, licensors, contractors, vendors and service providers from and against any and all claims, demands, actions and losses, including without limitation reasonable legal and accounting fees and costs, arising out of or resulting from (a) your use of the Site or the Content, (b) your Submissions, (c) any activity related to your account (including negligent, reckless or wrongful conduct) by you or any other person accessing the Site using your account, (d) your breach of these Terms of Use, and/or (e) violation of any applicable laws.

13. Links and Third Party Web Sites.

The Site contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by FoodState of the content or information available on such third party web sites. FoodState is not responsible for the content or information available on linked third party sites and does not make any warranty or representation regarding the same. FoodState does not make any warranty or representation regarding, nor does it endorse, any linked third party web sites or the content or information appearing thereon or any of the products or services described thereon. Links do not imply that FoodState endorses, or is affiliated or associated with, the linked third party site. If you decide to access linked third party web sites, you do so at your own risk. You should contact the site administrator or webmaster for those third party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third party sites is subject to the terms of use and privacy policies of each site, and we are not responsible, therefore. You should review the terms of use and the privacy policies of third parties’ sites.

14. Termination/Suspension; Botnets.

FoodState reserves the right, in its sole discretion, to terminate, change, suspend or discontinue any aspect of the Site or the Content at any time and/or to restrict, suspend or terminate your access to the Site and/or any portion thereof, at any time, and/or to terminate the Terms of Use in its entirety as between you and us, for any reason (including but not limited to breach of these Terms of Use or violation(s) of law) or for no reason at all, without prior notice or any notice and without liability to you or anyone or any third party. Without in any way limiting the foregoing, FoodState retains the right, at our sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, FoodState reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at our discretion. Upon any termination of the Terms of Use, the following provisions will survive, as will any other provisions that by their nature or context would be deemed to survive: Sections 1, 4 (as to disclaimers of warranties and limitations of liability), 5, 8, 9, 11, 12, 13, 15, 17, 18, and 19.

15. Compliance with Laws and Export Control.

You agree to comply with all applicable laws in connection with access to and use of the Site and content, and any part thereof. Without limiting the foregoing, you agree to comply with all export and import laws and regulations of the United States and other applicable jurisdictions, and you (a) represent and warrant that you are not listed on any U.S. government list of sanctioned, prohibited, restricted, denied or debarred parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) shall not, either directly or indirectly, access or use the Site or Content or any part thereof in violation of any U.S. export embargo, prohibition or restriction, including in any embargoed or sanctioned countries/regions, by sanctioned, prohibited, restricted, denied or debarred persons, or for prohibited end-uses under United States law without authorization from the United States government, and (c) shall not submit to the Site or Content or any part thereof any information that is controlled under the U.S. International Traffic in Arms Regulations.

FoodState and its licensors make no representation that the Site or the Content made available on or accessed through the Site are appropriate or available for downloading or use in other locations outside of the United States, and access to them from territories where their contents are illegal is prohibited. Access to the Site and/or the Content made available on or accessed through the Site may not be legal by certain persons or in certain countries. If you access the Site from outside of the United States you do so at your own risk and are responsible for compliance with all applicable laws, including without limitation export and import regulations and intellectual property laws of the United States and other countries. Any diversion of the Site and/or any Content obtained from or through the Site contrary to the laws of the United States or any other jurisdiction is prohibited.

16. Changes to Terms of Use; Notices.

Any changes to these Terms of Use specifically agreed to between you and FoodState (and not unilateral changes to the Site by FoodState) must be made in writing and signed by an authorized representative of FoodState to be binding on FoodState. Notwithstanding the foregoing, FoodState, at its sole discretion, may change, modify, add or remove any portion of the Terms of Use, in whole or in part, at any time. Each time changes are made to the Terms of Use, FoodState will provide notice to users of the same, by pop up, email or other method as determined by FoodState in its sole discretion. Because FoodState’s Privacy Policy is incorporated into these Terms of Use, changes to the Privacy Policy will likewise be considered changes to the Terms of Use. Changes to the Terms of Use will be effective when posted. Your use of the Site or any part thereof after any changes to the Terms of Use are posted will be considered acceptance of those changes. FoodState may require additional forms of consent from Registered Users and Purchasers such as by clicking an “I ACCEPT” icon, putting a checkmark in a checkbox, or providing some other means of indicating acceptance of these Terms of Use as specified by FoodState.

It is the obligation of Registered Users and Purchasers to keep FoodState apprised of any email and other address changes and FoodState will not be responsible for any notices or shipments that are not received due to failure of Registered Users or Purchasers to not update this information.

17. Definitions and Interpretation.

Words and phrases other than those defined in these Terms of Use will be given their plain English meaning and terms of art having a specialized meaning in the relevant industry shall be construed in accordance with industry standards. Unless the context otherwise requires, words importing the singular include the plural and vice-versa and words importing the masculine include the feminine and neuter and vice-versa. The terms “including” and “including without limitation” mean “including, but not limited to”. The terms “herein”, “hereunder”, “hereof”, thereof, “thereunder” and similar expressions refer to the Terms of Use in its entirety unless otherwise specifically indicated. “Person” means any individual or entity, including unincorporated organizations, associations and partnerships. The terms “law” and “laws” means statutes, common law, regulations, rules, ordinances, treaties, and the like, including governmental proclamations and orders and court orders that have the effect or force of law, and when referring to remedies includes both damages and equitable remedies. Except as otherwise specifically stated in this Agreement, “days” means calendar days.

18. Dispute Resolution.

All disputes arising out of or relating to the Terms of Use, including its formation, performance, or alleged or actual breach, including your use of the Site, will be exclusively resolved under confidential binding arbitration held in Hillsborough County, New Hampshire before a single arbitrator and in accordance with the rules of the American Arbitration Association. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these terms of use will be joined to an arbitration involving any other party subject to these terms of use, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, FoodState will have the right to seek injunctive or other equitable relief in any state or federal court of appropriate subject matter jurisdiction located in the state of New Hampshire to enforce these Terms of Use, including to prevent infringement or other violation of its or any third party’s rights. In the event equitable relief is sought, you hereby irrevocably agree to submit to the personal jurisdiction and venue of such court and will not raise a forum non conveniens or other objection to the same. You acknowledge and agree that the provisions of this Section 18 prohibit you from engaging in any other type of dispute resolution in connection with these Terms of Use and use of the Site, including proceedings instituted in courts, both individual and class actions.

19. Miscellaneous.

You agree that these Terms of Use create a contract between You and FoodState. You may not assign said contract (including other agreements, policies, and the like incorporated herein) or any part thereof, and any attempt to do so will be null, void and of no effect. You acknowledge and agree that no joint venture, partnership, employment or agency relationship exists between you and FoodState as a result of these Terms of Use or your use of the Site. These Terms of Use are governed by the internal substantive laws of the State of New Hampshire, without respect to its conflict of laws principles. You agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor any other laws pertaining to the contractual relations between you and us, except the laws of the State of New Hampshire, will apply to this these Terms of Use. If any provision contained herein is found to be invalid by any court having competent jurisdiction, such provision will be invalid only to the extent necessary for it to comply with the applicable law, and the invalidity of such provision shall not affect the validity of the remaining provisions set forth herein, which shall remain in full force and effect. No waiver of any provision of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term. Any failure by FoodState to enforce, or the delay by FoodState to enforce, any of its rights shall not be deemed a continuing waiver or a modification by FoodState of any such right or any other right, and FoodState may, within the time provided by applicable law and consistent with the provisions of Section 18, commence appropriate legal or equitable proceedings to enforce its rights, and any prior failure to enforce or delay in enforcement shall not constitute a defense to FoodState’s rights. FoodState will be entitled to obtain injunctive relief for actual or threatened violations of these Terms of Use as set forth in Section 18 herein without the need to post a bond or other surety or security. FoodState will be entitled to recover from you its reasonable attorneys’ fees and costs in connection with enforcing its rights under these Terms of Use. These Terms of Use constitute the entire agreement between you and FoodState with respect to the subject matter hereof, and supersede all prior or contemporaneous communications, agreements and understandings between FoodState and you with respect to the subject matter hereof.

Contact information:

If you have any questions or concerns regarding the terms of use, please contact Legal Department, at:

Email Address: privacy@megafood.com

Telephone Number: (800) 848-2542

FoodState’s mailing address is 380 Harvey Road, Manchester, NH 03103.