Last updated on September 13, 2023

Welcome to the web site and online service of Soylent Nutrition, Inc. d/b/a Soylent, ("Soylent Nutrition, Inc.," "we," "our," or "us").

The terms and conditions set forth in these Terms of Use (this "Agreement") govern your visit to and use of the online and/or mobile services, web site, and software provided on or in connection with the service provided by Soylent Nutrition, Inc., including without limitation soylent.com (collectively the “Service”). By accessing and using the Service, you signify that you have read, understood, and agree to be bound by this Agreement and to the collection and use of your information as set forth in the Soylent Nutrition, Inc. Privacy Policy, whether or not you are a registered user of our Service. This Agreement applies to all visitors, users, vendors, customers, merchants, and others who access the Service ("Users").

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCLUDING WHERE PROHIBITED BY THE QUEBEC CONSUMER PROTECTION ACT, THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Soylent Nutrition, Inc. may, in its sole discretion, modify or update this Agreement from time to time, in accordance with section 5 below. You should review this page periodically. When we change the Agreement, we will update the ‘last updated’ date at the top of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.

Using our Service

1. Who can use our Service

You can use the Service only if you can form a binding contract with Soylent Nutrition, Inc., and only in compliance with this Agreement and all applicable local, state, provincial/territorial, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Soylent Nutrition, Inc.

2. Soylent Nutrition, Inc. accounts

Your Soylent Nutrition, Inc. account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a Soylent Nutrition, Inc. account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to the Service with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

3. Your responsibility for your account

You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Soylent Nutrition, Inc. immediately of any breach of security or unauthorized use of your account. Soylent Nutrition, Inc. will not be liable for any losses caused by any unauthorized use of your account, for your failure to comply with this section, or for any delay in shutting down your Account after you have reported a breach of security to us.

4. our choices about your account

You may control your User profile and how you interact with the Service by changing the settings on the personal settings page associated with your Soylent Nutrition, Inc. account. By providing Soylent Nutrition, Inc. your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt-out or change your preferences on the personal settings page associated with your Soylent Nutrition, Inc. account. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. However, we may still send you email messages where we are obligated or permitted to do so by the applicable laws.

5. Changes to this agreement or to our Service

We may, without prior notice other than as required by applicable law or as we deem advisable, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by the provisions of this Agreement that by their nature survive termination, including your licence of your User Content to us, and the Indemnity, No Warranty, Limitation of Liability, Arbitration, and Class Action / Jury Trial Waiver provisions.

Subject to applicable law, we reserve the right, in our sole and absolute discretion, to modify all or any portion of this Agreement, at any time without incurring any liability or obligation whatsoever to you or any other person or entity. Without limiting the foregoing, we may amend the cost of any Subscription Program and any other charges associated with the Subscription Program, now or in the future, and reserve the right to charge for Services that are currently offered without cost. If we do this, we will post the changes to this Agreement at least thirty (30) days before the amendment comes into effect, and will indicate at the top of this page the date this Agreement was last revised.  In addition, if you have registered for an Account and/or Subscription, where required by law or at our discretion, we will provide you notice using email and/or your mailing address, or any other contact information we have for you in our discretion. As required by law, or at our discretion, the notice will set out the new clause, or the amended clause and how it read formerly, and the date on which the change will come into effect. Before the change comes into effect, you may cancel this Agreement rather than accept the change. You may refuse the amendment and rescind, or cancel your participation without cost, penalty or cancellation indemnity, by sending us notice to that effect no later than thirty (30) days after the amendment comes into force, using the information in the notice. To the fullest extent permitted by applicable law, your continued access to and/or use of the Subscription Program, and/or any Services after the date specified in such notice constitutes your full acceptance of, and agreement to be legally bound by, the terms of this Agreement, as revised

 

6. Your interaction with other Users

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Soylent Nutrition, Inc. shall have no liability for your interactions with other Users, or for any User’s action or inaction.

7. Service rules

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Soylent Nutrition, Inc. servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or entity, or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.

8. Streaming and displaying

Accessing the audiovisual content available on the Service for any purpose or in any manner other than Streaming is expressly prohibited. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Service to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, publically displayed, or redistributed by the User.

9. Sweepstakes and contests

From time to time, we may offer and/or co-sponsor contests, sweepstakes, raffles, promotions and games on the Service. Each of these activities may be governed by specific rules , in addition to the terms of this Agreement. By participating in any such activities, you will become subject to those rules and we urge you to read any applicable rules. To the extent that the terms and conditions of such rules conflict with this Agreement, the terms and conditions of such rules shall control.

Interacting with the Service and User Content

10. Your User Content

Some areas of the Service allow Users to post content such as profile information, comments, questions, images, and other content or information. Any content or information a User submits, posts, displays, links to, or otherwise makes available on the Service is referred to as “User Content.” We claim no ownership rights over User Content created or provided by you. The User Content you create remains yours; however, by sharing User Content through the Service, you agree to allow us and others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. Soylent Nutrition, Inc. has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.

11. How we and other Users can use your User Content

By posting or otherwise making available any User Content on the Service, you hereby expressly grant, and you represent and warrant that you have all rights necessary to grant, to Soylent Nutrition, Inc. a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and subject to our Privacy Policy and applicable law, your name, voice, and/or likeness and other personal information as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Soylent Nutrition, Inc.’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. Further, you hereby waive all moral rights in and to all User Content that you post or otherwise make available to or through, the Service in favour of Soylent Nutrition, Inc. and anyone authorized by it and other Users. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, modify, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.

Your responsibilities

12. What not to post

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, including without limitation by asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, obscene, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current.

13. Respecting other’s rights

You agree that any User Content that you post does not and will not violate any third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy or personality. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted in this Agreement.

14. Definition of Intellectual Property

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

15. User Content representations and warranties

In connection with your User Content, you affirm, represent and warrant the following: (i) you have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (ii) your User Content and any use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third-party, including but not limited to any Intellectual Property Rights and privacy rights; (iii) Soylent Nutrition, Inc. may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and (iv) to the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

16. Your conduct; disclaimer

Soylent Nutrition, Inc. reserves the right, but is not obligated, to reject and/or remove any User Content that Soylent Nutrition, Inc. believes, in its sole discretion, violates any provisions in this agreement. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization. Soylent Nutrition, Inc. takes no responsibility and assumes no liability for any User Content that you or any other User or third-party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Soylent Nutrition, Inc. shall not be liable for any damages you allege to incur as a result of User Content.

Soylent Nutrition, Inc. Content, Our License To You, and Feedback You May Provide

17. Soylent Nutrition, Inc. Content

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Soylent Nutrition, Inc. Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Soylent Nutrition, Inc. and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Soylent Nutrition Inc. Content. Use of the Soylent Nutrition, Inc. Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

18. Soylent Nutrition, Inc. license grant

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. Soylent Nutrition, Inc. reserves all rights not expressly granted herein in the Service and the Soylent Nutrition, Inc. Content (as defined below). Soylent Nutrition, Inc. may terminate this license at any time for any reason or no reason.

19. Feedback

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Soylent Nutrition, Inc. under any fiduciary or other obligation, and that we are free to use Feedback without any additional compensation or notice to you, and/or to disclose the feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Soylent Nutrition, Inc. does not waive any rights to use similar or related ideas previously known to Soylent Nutrition, Inc., or developed by its employees, or obtained from sources other than you.

Purchases from Soylent Nutrition, Inc.

20. General

From time to time, Soylent Nutrition, Inc. may offer products for purchase through the Service (“Products”). We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities or Products purchased per person, per household or per order. These restrictions may include orders placed by or under the same account, the same credit card, and/or orders that use the same billing and/or shipping address. We also reserve the right, in our sole and absolute discretion, not to allow purchases from certain addresses or geographic locations. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email, billing address and/or phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

Without limiting the generality of this Agreement, we reserve the right to limit or refuse any order.  Further, we reserve the right to verify the validity of all orders and cancel any order if we find evidence of fraud, tampering and/or any other violation of this Agreement.  In the event that we choose not to ship an item, you will be notified accordingly and any amount charged in relation to your order will be refunded.

All orders are subject to verification by us at any time and for any reason. We reserve the right, in our sole and absolute discretion, to require proof of identity (in a form acceptable to us): (i) for the purposes of verifying the legitimacy of any order and/or other information; and/or (ii) for any other reason we deem necessary, in our sole and absolute discretion, for the purposes of fulfilling an order in accordance with our interpretation of the terms and conditions of this Agreement. In order to help protect you and us from fraudulent transactions, we may provide your transaction-related information to a reputable third party organization to perform an address verification.

21. Age

You must be 18 years of age or older to purchase any Products from Soylent Nutrition, Inc.

22. Pricing

Prices for Products are subject to change without notice. All prices for Products are in CA dollars, and are exclusive of any applicable local, state, provincial/territorial or federal taxes. Shipping and handling fees, if any, will be provided prior to submitting your order. Applicable taxes will be charged at the time you are billed. Applicable sales tax will also be applied to the shipping and handling, and return shipping charges. Taxes may depend on delivery location.

23. Payment

All payments through the Service are processed using a third-party processor. . To the fullest extent permitted by applicable law, you acknowledge that Soylent Nutrition, Inc. is not liable for any breaches of credit card or debit card security or privacy by such third-party processor. You agree to pay all charges incurred by users of your credit card, debit card, or other method of payment.  We reserve the right to change the permitted methods of payment, including without limitation, the credit cards we are able to accept, at any time. If complete payment for your order is not received and verified by us, your order will be cancelled and will not be processed. You will be billed for your order at the time your order is placed. for recurring payments for Subscriptions, please see section 28-37 below.

24. Shipping

Soylent Nutrition, Inc. will ship all Products purchased through the Service to the address specified in the shipping address section of the order form. Shipments will be made via standard ground service unless otherwise specified by us at the time of purchase. The time period from order to delivery will vary depending on location,and an the estimated delivery time will be specified with your order. However, as we use a third party to deliver, your order may arrive before or after the estimated delivery time. You may have Products shipped only to addresses located within the United States or Canada. Purchases will only be shipped to a valid mailing address recognized by the third party shipping company. We may not be able to ship to all parts of Canada or the United States. In the event we are not able to ship to the shipping address you provide, we will notify you, your order will be cancelled, and you will receive a refund in respect of your purchase (unless you provide an alternate eligible shipping address).

Please note that multiple orders may not always be shipped together. In addition, depending on the size of your order, you may receive several shipments to complete your order.

25. Refunds and Replacements

Soylent Nutrition, Inc. provides beverages, food products, and subscription services. Once an order has processed and shipped, it will be considered final sale and is not eligible for return/exchange.

• Refund requests will be considered for products that have arrived damaged or defective
• If the package was damaged in transit, please contact info@soylent.com within 5 days of delivery
• We cannot accept responsibility for product that is used or tampered with after delivery

Any intent to notify Soylent of a defective product must be completed within 14 days of delivery date. Please email info@soylent.com and our Customer Care team will assist you with next steps.

If you are unsatisfied with your purchase, we will do our best to make it right. Any concern with a Soylent product purchased from a third-party reseller or retailer must be handled directly with the reseller or retailer where the original purchase was made and is subject to the return/exchange policy of that company.

All requests must be submitted under the original account e-mail address and include a valid order ID number.

Refund policy subject to change without notice. Please note these terms may not apply to Amazon orders.

26. Cancellations

Soylent is committed to processing all orders as quickly as possible to ensure timely deliveries. Once your order has been acknowledged by our fulfillment center, it cannot be updated or modified including cancellation.

To request a change, please email info@soylent.com to speak with our Customer Care team. NOTE: the window to adjust an order is limited and accommodation cannot be guaranteed. We’ll do our best to assist you!

If you are an active subscriber, all edits or changes (including skips or cancellations) should be submitted no later than 11:59 PM (Pacific Time) 5 days prior to your next scheduled delivery so we can alert our fulfillment center.

We cannot process cancellations requested after the cut-off date unfortunately. You will be responsible for all charges incurred for orders that have already processed.

27. Disclaimers

You understand that Products may contain materials that could be dangerous if handled improperly, and you acknowledge that Soylent Nutrition, Inc. is not liable for any personal injury or property damage arising from any misuse of any Products offered through the Service. You further acknowledge that Products may not be suitable for use by children, and you expressly assume sole liability for providing any individual under the age of 18 with access to any Products. You hereby agree not use Products for any illegal purpose and you assume all liability for any action you take for any action that is contrary to any law, rule, or regulation of any territory.

Soylent Subscription Terms and Conditions

Soylent Nutrition, Inc. (“Soylent Nutrition, Inc.,” “we,” “our,” or “us”) is pleased to offer a Subscription Program for its Soylent Products. When you choose to enroll in a Subscription Program for any Soylent product (Collectively, the “Product” or “Products”), the following Terms and Conditions apply in addition to the remaining terms of this Agreement:

28. Subscription Account

You must have an account, a valid email address, and a credit card and/or debit card to participate in the Subscription Program.

29. Subscription Order Placement

When you place a Subscription Program order, , as further described in section 33, Soylent Nutrition, Inc. will automatically place and ship that same order on the same day every subsequent month until you cancel your participation in the Subscription Program.

30. Subscription Order Amount

Your Subscription Program’s order's final total may vary due to changes in price, tax rates, Customs, duties fees, and/or shipping costs. Your order total will include:

• Sales tax, if applicable
• Shipping and handling costs
• Please note that any coupons will only be applied to your first month’s subscription.

31. Subscription Order Payment

The credit or debit card you used to place your initial Subscription Program order will be charged until you cancel your Subscription Program order, or modify your credit/debit card information. Subsequent orders will be charged the day the order is placed and forwarded to the warehouse for processing.

If your credit/debit card is declined at the time of a Subscription Program order placement, your order will not be placed; you will be notified that your Subscription Program payment has failed and you will need to update your payment information. Once your payment information is corrected, your Subscription Program order will be processed. To update your payment information, you can go to your "My Account" section and click the “Edit” link next the last four digits of your payment information on the desired Subscription Program.

Credit Card and Debit Card payment will be the only valid payment types accepted for Subscription Program order payment. Store Credit, Gift Certificates, Checks, PayPal, and Bill Me Later will not be accepted. We reserve the right to change the permitted methods of payment, including without limitation, the credit cards we are able to accept, at any time.

The Products available for the Subscription Program are based on a current price. This means that item prices are not locked in and are subject to change in accordance with this Agreement.

31. Subscription Order Notifications

A Subscription Program confirmation email will be sent after each Subscription Program order is processed and shipped. Once a Subscription Program order is scheduled, no emails will be sent before subsequent Subscription Program order shipments are processed.

33. Frequency of Subscription Orders

The initial Subscription Program period is roughly 30 days, with the same order being shipped on the same day of every month as your initial order. If this date falls on a Sunday or Holiday, it will be processed on the next business day. If your order falls on a date that the following month does not have (example: 31st), your order will be processed on the next business day.

34. Changing Subscription Program Orders

Subscription Program shipments will be of the same Product or Products ordered during the initial Subscription Program shipment. You may change the Product or Products received as part of your Subscription Program at any time by logging into your account, going to your "My Account" section, and clicking "Update subscription.” You may also email us at info@soylent.com with your name, Subscription Program number, and the desired Product or Products change. Pricing may change depending on the changes to the Subscription Program order Product or Products.

35. Pausing Subscription Program Orders

If you find you have a surplus of Soylent you can postpone your subscription anywhere from 1 to 8 weeks by logging into your account, going to your "My Account" section, and clicking "Postpone shipment”. You can also email us at info@soylent.com with your name, Subscription Program number, and a description of which Product or Products you’d like to pause and for how long.

Once the designated time has passed, your subscription will work like before.

Postponing your next shipment will affect how you are billed. Once you reach your selected postponement end date, your subscription will renew and bill on a monthly basis starting on that date, unless further changes are made.

36. Cancellation of Subscription Program

You may cancel your subscription to Products offered through the Subscription Program at any time. If there is an outstanding order associated with your subscription (meaning that an order has been acknowledged by our fulfillment center), the cancellation will go into effect once that order is processed and delivered by Soylent Nutrition, Inc.

To cancel your subscription, you may do so by:

• Logging into your online account, going to your "My Account" section, and clicking “Cancel” on the desired Subscription Program.
• Emailing us at info@soylent.com. In your email you must include your name, Subscription Program number, and what Product or Products you would like to cancel. Please note that response times may exceed 48 hours.

37. Formula Changes on Subscription Program Orders

Soylent Nutrition, Inc. is committed to constantly innovating its Soylent Products and from time to time will update a Product’s or Products’ formula. In the event of such an update, your Subscription Program order will continue as before except that the Product or Products will be replaced with the new formula Product or Products. To the extent permitted by applicable law, you will not be notified separately of this change before a subsequent Subscription Program order is processed and shipped. The new formula Product or Products will continue on subsequent Subscription Program orders unless you choose to remove this item from your Subscription Program order.

General

38.  Privacy

We care about the privacy of our Users. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States and any other jurisdiction in which Soylent Nutrition, Inc. conducts business. Information processed in the United States or other jurisdictions may be subject to access requests by law enforcement and government entities in accordance with the laws of such jurisdiction.

39. Security

Soylent Nutrition, Inc. cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

40. DMCA/Copyright Notice

Since we respect artist and content owner rights, it is Soylent Nutrition, Inc.’ policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Soylent Nutrition, Inc.’ copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit Soylent Nutrition, Inc. to contact you, such as your address, telephone number, and, e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

 

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice 
Soylent Nutrition, Inc. (dba Soylent) 
767 S. Alameda St, Suite 450
Los Angeles, CA 90021 

Email: info@soylent.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying Soylent Nutrition, Inc. and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Soylent Nutrition, Inc.’ rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Soylent Nutrition, Inc. has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Soylent Nutrition, Inc. may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

41. Third-Party Links, web sites and Services

The Service may contain links to third-party web sites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Soylent Nutrition, Inc. Soylent Nutrition, Inc. does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party web site from the Service, you do so at your own risk, and you understand that this Agreement and our Privacy Policy do not apply to your use of such sites. You expressly relieve Soylent Nutrition, Inc. from any and all liability arising from your use of any third-party web site, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Soylent Nutrition, Inc. shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

42. Indemnity

You agree to defend, indemnify and hold harmless Soylent Nutrition, Inc. and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy, right of publicity or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) your User Content or any that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password, or other appropriate security code.

43. No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE OR PRODUCTS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND PRODUCTS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SOYLENT NUTRITION, INC, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, OR CORRECT; THAT THE SERVICE OR PRODUCTS WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

SOYLENT NUTRITION, INC DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEB SITE OR SERVICE, AND SOYLENT NUTRITION, INC WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT AND YOU SHOULD ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE SERVICE.

COMMENTS OR OPINIONS EXPRESSED ON THE SITE ARE THOSE OF THEIR RESPECTIVE SITE USERS ONLY. THE VIEWS EXPRESSED ON THE SITE AND IN USER CONTENT DO NOT NECESSARILY REPRESENT OR REFLECT THE VIEWS OF SOYLENT NUTRITION, INC. THE RELEASEES ARE NOT RESPONSIBLE FOR, AND DISCLAIM ALL LIABILITY IN RELATION TO, THE USER CONTENT POSTED, UPLOADED OR OTHERWISE SUBMITTED TO OR THROUGH THE SITE.

ANY PRODUCTS AND/OR SERVICES DESCRIBED ON THE SITE ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED. THE INFORMATION ON THE SITE IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.

FEDERAL LAW, SOME STATES, PROVINCES/TERRITORIES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

44. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOYLENT NUTRITION, INC, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE OR ANY PRODUCTS. UNDER NO CIRCUMSTANCES WILL SOYLENT NUTRITION, INC BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOYLENT NUTRITION, INC ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE OR PRODUCTS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY third-party; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY third-party. IN NO EVENT SHALL SOYLENT NUTRITION INC, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING ONE DOLLAR.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SOYLENT NUTRITION, INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Service is controlled and operated from its facilities in the United States. Soylent Nutrition, Inc. makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States and Canada. 

45. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Soylent Nutrition, Inc. without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Governing Law

To the maximum extent permitted by applicable law, and for users who are not individuals resident in the province of Quebec, you agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Soylent Nutrition, Inc., either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of a state court located in Los Angeles County, California or the United States District Court for the Southern District of California, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.

The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

47. Arbitration

This section applies to the maximum extent permitted by applicable law, and does not apply to users who are individuals resident in the province of Quebec.

For any dispute with Soylent Nutrition, Inc., you agree to first contact us at info@soylent.ca and attempt to resolve the dispute with us informally. In the unlikely event that Soylent Nutrition, Inc. has not been able to resolve a dispute it has with you after attempting to do so for a period of sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any Soylent Nutrition, Inc. claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) in the city of Los Angeles, California under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Soylent Nutrition, Inc. from seeking injunctive or other equitable relief from the courts as necessary to protect any of Soylent Nutrition, Inc.’ proprietary interests.

48. Class Action / Jury Trial Waiver

THIS SECTION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND DOES NOT APPLY TO USERS WHO ARE INDIVIDUALS RESIDENT IN THE PROVINCE OF QUEBEC.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SOYLENT NUTRITION, INC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

49. Notification Procedures

Soylent Nutrition, Inc. may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our web site, as determined by Soylent Nutrition, Inc. in our sole discretion. Soylent Nutrition, Inc. reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt-out of certain means of notification as described in this Agreement. Soylent Nutrition, Inc. is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

50. Entire Agreement/Severability

This Agreement, together with any amendments and any additional agreements you may enter into with Soylent Nutrition, Inc. in connection with the Service, shall constitute the entire agreement between you and Soylent Nutrition, Inc. concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Soylent Nutrition, Inc.’ failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Mobile Terms of Service

The Soylent Nutrition, Inc. mobile message service (the "Service") is operated by Soylent Nutrition, Inc. (“Soylent Nutrition, Inc.”, “we”, or “us”). Your use of the Service constitutes your agreement to these terms and conditions (“Mobile Terms”). We may modify or cancel the Service or any of its features without notice. To the extent permitted by applicable law, we may also modify these Mobile Terms at any time and your continued use of the Service following the effective date of any such changes shall constitute your acceptance of such changes.

By consenting to Soylent Nutrition, Inc.’s SMS/text messaging service, you agree to receive recurring SMS/text messages from and on behalf of Soylent Nutrition, Inc. through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. Text messages may be sent using an automatic telephone dialing system or other technology. Service-related messages may include updates, alerts, and information (e.g., order updates, account alerts, etc.). Promotional messages may include promotions, specials, and other marketing offers (e.g., cart reminders).

You understand that you do not have to sign up for this program in order to make any purchases, and your consent is not a condition of any purchase with Soylent Nutrition, Inc.. Your participation in this program is completely voluntary.

We do not charge for the Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message frequency varies. Message and data rates may apply. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider.

You may opt-out of the Service at any time. Text the single keyword command STOP to +18778151481 or click the unsubscribe link (where available) in any text message to cancel. You'll receive a one-time opt-out confirmation text message. No further messages will be sent to your mobile device, unless initiated by you. If you have subscribed to other Soylent Nutrition, Inc. mobile message programs and wish to cancel, except where applicable law requires otherwise, you will need to opt out separately from those programs by following the instructions provided in their respective mobile terms.

For Service support or assistance, email info@soylent.ca.

We may change any short code or telephone number we use to operate the Service at any time and will notify you of these changes. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honoring requests made in such messages.

The wireless carriers supported by the Service are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. If you get a new mobile number, you will need to sign up for the program with your new number.

To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the Service, any errors in such information, and/or any action you may or may not take in reliance on the information or Service.

We respect your right to privacy. To see how we collect and use your personal information, please see our Privacy Notice.

Contact

Please contact us at info@soylent.ca with any questions regarding this Agreement.  You may also contact us at 767 S. Alameda St, Suite 450. Los Angeles CA 90021.