Terms & Conditions

Last Updated: March 13, 2018


These Terms and Conditions (the "Terms"), as amended from time to time, and as incorporating the Naked Labs Privacy Policy and Limited Warranty, are a legal agreement between Naked Labs, Inc. ("Naked Labs," "Naked," "us," or "we") and you ("You"). Please read these Terms carefully because they govern the purchase and use of any hardware products from us including the body scanning mirror, rotating scale, charging cables and related accessories ("Products") you buy from us and services you receive from us including use of the Naked App and other Apps we may release from time to time and our websites including the site naked.fit (the "Services). We refer to our Products and Services as the "Naked Platform."

Any software installed in our Products or offered with our Products is licensed to you, not sold. You may only use this software for its normal, intended use with our Products and in accordance with the Software License section below. When we say "sell" and "purchase" in these Terms, we mean "sell" and "purchase" only with respect to the non-software elements of the Product. These Terms apply whether or not they are included with the Products sold hereunder.

BY USING THE OUR PRODUCTS AND SERVICES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT USE THE SITES AND/OR THE SERVICES. WE DO NOT ACCEPT ANY CHANGES TO OR REJECTION OF THESE TERMS THAT YOU MAY COMMUNICATE TO US IN ANY FORM AND ALL SUCH CHANGES SHALL BE NULL AND OF NO EFFECT.

Minimum Age Requirements

YOU MUST BE AT LEAST 18 YEARS OF AGE TO PURCHASE AND USE OUR PRODUCTS OR SERVICES. By purchasing or ordering the Product, you represent and warrant that: (i) you are 18 years of age or older; (ii) any Order information you submit to Naked Labs is truthful and accurate; (iii) you will maintain the accuracy of such information; and (iv) your use of the Product or our Services does not violate any applicable law or regulation. Naked Labs may refuse a sale of a Product or access to its Services to anyone at any time, in its sole discretion for any or no reason. Additionally, you cannot access or use the Naked Platform if you are barred from receiving services under applicable law or have previously been suspended or removed from the Naked Platform.

Parents and/or legal guardians of minors looking to learn information about the consent process for your minor, please contact legal@nakedlabs.com.

Creating an Account

Full use of the Naked Platform requires that you create an account by providing us with information such as your full name and a valid email address, as well as a strong password in the event that you do not use the Single Sign-On (SSO) option for account creation. You are responsible for all activity that occurs in association with your account. Naked is not liable for any loss or damages caused by your failure to maintain the confidentiality of your account credentials for either your Naked account or the account linked to your chosen SSO provider. Please contact support@nakedlabs.com if you discover or suspect any security breach related to the Naked Platform or your account.

Use of Our Services and Products

Unauthorized Use
You agree not to (1) upload or sync any content with the Naked Platform that contains software viruses or is designed to interrupt, destroy, or limit the functionality of any equipment or services, or that contains other harmful, disruptive, or destructive files or content; (2) use or attempt to use another user's Naked Labs account without authorization, or impersonate any person or entity; (3) harvest, solicit, or collect information of other users for any reason whatsoever, including, without limitation, for sending unsolicited communications; (4) post, advertise, or promote products or services commercially, or upload any content that is advertising, promotional material, junk mail, spam, or a contest or sweepstake, or that furthers or promotes criminal activity; or (5) use the Naked Platform in any manner that, in our sole discretion, is objectionable or restricts or inhibits any other person from using or enjoying the Naked Platform, or which may expose us or our users to any harm or liability of any type. We have the right to investigate violations of these Terms and any conduct that affects the Naked Platform, and in response may take any action we may deem appropriate including suspending your Account and access to the Naked Platform.

Monitoring Use
We are not obligated to monitor access or use of the Naked Platform, Naked Content, or Your Content or to review or edit any Naked Content or Your Content, but we have the right to do so for the purpose of operating the Naked Platform, to administer compliance with these Terms, and to comply with applicable law or other legal requirements. We may consult with and disclose unlawful conduct to law enforcement authorities and, pursuant to valid legal process, we may cooperate with law enforcement authorities to prosecute users who violate the law. We reserve the right (but are not required) to remove or disable access to the Naked Platform, any Naked Content, or Your Content at any time and without notice, and at our sole discretion, if we determine that the Naked Content, Your Content, or your use of the Naked Platform is objectionable or in violation of these Terms.

Authorized Connections Only
You may only connect to Naked's Platform using (i) a device that is manufactured, distributed, or sold by Naked Labs or through its authorized resellers or agents; (ii) our mobile applications and software, or approved third-party applications, software, or devices; or (iii) our websites ("Authorized Connections"). You may not connect to the Naked Platform with any device that is not manufactured, distributed or sold by Naked Labs itself or through its authorized resellers or agents (such as a knock off or counterfeit version of a Naked device) or through a device that otherwise intends to resemble or purports to be a Naked device or any unauthorized application or third-party connection. Any violation or attempted violation of this provision may result in the immediate termination of your ability to access the Naked Platform. If you have questions about whether a product or application qualifies as an Authorized Connection, please contact legal@nakedlabs.com.

Your Use of the Naked Platform is at Your Own Risk
Our goal is to provide helpful and accurate information on the Naked Platform, but we make no endorsement, representation, or warranty of any kind about any Naked Content, information, or services. The accuracy of the data collected and presented through the Naked Platform is not intended to match that of medical devices or scientific measurement devices. We are not responsible for the accuracy, reliability, availability, effectiveness, or correct use of information you receive through the Naked Platform. The accuracy of the information received from the Naked Platform may be affected by a number of factors including improper use of the Naked Device.

Use of the Naked Platform should not replace your good judgment and common sense. Please read and comply with all safety notices, and consult a doctor before beginning any diet or fitness regimen. We are not responsible for any health problems that may result from training programs, consultations, products, or events you learn about through the Naked Platform or decisions you make based on information provided by the Naked Platform. If you engage in any exercise program you receive or learn about through the Naked Platform, you agree that you do so at your own risk and are voluntarily participating in these activities.

Changes to the Naked Platform
We may change or discontinue, temporarily or permanently, any feature or component of the Naked Platform at any time without notice. Naked Labs is not liable to you or to any third party for any modification, suspension, or discontinuance of any feature or component of the Naked Platform. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by Naked without prior notice to you.

Content on the Naked Platform

Naked Content
"Naked Content" includes any photos, images, graphics, video, audio, data, text, music, exercise regimens, food logs, recipes, comments, software, works of authorship of any kind, and other information, content, or other materials that are posted, generated, provided, or otherwise made available by us through the Naked Platform. Naked Content, the Naked Platform, and its underlying technology are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. We reserve all rights to the Naked Content including those rights not expressly set forth in these Terms. You agree not to remove, change or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Naked Content or incorporated into the Naked Platform. Our logos and any other Naked Labs trademarks that may appear on the Naked Platform, and the overall look and feel of the Naked Platform, including page headers, graphics, icons, and scripts, may not be copied, imitated or used, in whole or in part, without our prior written permission. Other trademarks, product, and service names and company names or logos mentioned on the Naked Platform are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder.

Sharing your information on or via the Naked Platform
The Naked Platform may enable you to post, upload, store, share, send, or display photos, images, video, data, scans, achievements, comments, and other information and content ("Your Content") to and via the Naked Platform. You retain all rights to Your Content that you post to the Naked Platform. By making Your Content available on or through the Naked Platform you hereby grant to Naked Labs a perpetual, non-exclusive, transferable, sub-licensable, worldwide, royalty-free license to use, copy, modify, and analyze your data. The rights you grant to us are only for the limited purpose of offering our Services to you and improving the Naked Platform. Unless you opted to help Naked Labs with further product improvement and development by opting to be a research user with the Naked Platform, your scans are not viewable by any members of Naked Labs without your permission.

You are responsible for Your Content. You represent and warrant that you own Your Content or that you have all rights necessary to grant us a license to use Your Content as described in these Terms.

You represent and warrant that Your Content and the use and provision of Your Content on the Naked Platform will not (a) infringe, misappropriate, or violate a third party's patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (b) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) be fraudulent, false, misleading, or deceptive; (d) be defamatory, obscene, pornographic, vulgar, or offensive; (e) promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (f) be violent or threatening or promote violence or actions that are threatening to any person or entity; or (g) promote illegal or harmful activities or substances.

Naked may, in its sole discretion, alter, remove, or refuse to display any of Your Content, and may forbid you from posting, uploading, storing, sharing, sending, or displaying Your Content to and via the Naked Platform. We further reserve the right to suspend your access to the Naked Platform if you have violated these Terms.

Orders

Ordering Products
If you want to purchase Products from us, simply click on the BUY NOW button and follow the directions on-screen. Once you place your order, we will email you with an order confirmation ("Order Confirmation") that indicates that we have accepted your order. We are not bound to sell you any Product until we have accepted and processed your payment. With your Order Confirmation, we will confirm the quantity of Products you purchased, their price, and an estimated shipment date ("Estimated Shipment Date"). Our acceptance of your order is expressly conditioned on your unconditional acceptance of these Terms, even if you communicate with us otherwise. The terms of our Limited Warranty apply to any purchase and are incorporated herein by reference.

Pre-Orders
Until our Product is generally available, Naked Labs is conducting pre-order sales for our Products whereby Naked Labs takes orders and payment for our Products to be shipped at a future date ("Pre-Orders"). To secure a Pre-Order you will be required to pay a deposit to reserve your Product. At the time you place a Pre-Order, Naked Labs will be able to provide an estimated timeframe for the shipment of the Product or service, but such estimates are not guaranteed and may be revised, extended, or modified by Naked Labs. You will be contacted prior to shipment to supply a correct shipping address for Pre-Order Products and complete your payment in full. Should you decide to cancel a Pre-Order prior to shipment of the Product and receive a refund, you must contact the Naked Labs by contacting our Customer Support Team via our contact form here or by emailing support@nakedlabs.com.

Order Cancellation
You may cancel your order any time before your purchased Product ships and, if your payment has already been processed you will receive a full refund. To cancel your Order, please contact our Customer Support Team by via our contact form here or by emailing support@nakedlabs.com. If you submit your request to cancel after your Product ships, you may return the Product when you receive it, less return shipping costs. To process a return please follow the steps set out in the Returns Section of these Terms.

Shipment and Delivery
We may provide a single shipping method and carrier, or multiple methods and carriers, for Product delivery, at our sole discretion. You will be responsible for all freight, packing, insurance and other shipping-related costs and expenses, and these will be noted on your order screen before you make your purchase. Once the Product is sent to the carrier, ownership of the Product and the risk of that Product's loss passes to you.

You understand that all scheduled shipment dates and Estimated Shipment Dates are estimates only. We will make reasonable efforts to meet the scheduled shipment dates, but in no event will we be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery, nor will the carrier be deemed our agent. If you purchase multiple Products, we may send you your Products in installments and charge you separately for each installment. We have the right to allocate our available inventory of the Products among other purchasers in such manner as we see fit. If we are not able to charge your payment method or you fail to pay for your purchase, we have the right to delay or suspend shipment of the Products.

Prices and Taxes
The prices for the Products will be as specified during checkout and in your Order Confirmation. Prices are stated in U.S. dollars.

You agree to pay all fees incurred by Your Account, including applicable taxes, in accordance with these Terms and other billing terms that may be in effect at the time that the fee becomes payable. Naked Labs may add new Products and Services for additional fees, or proactively amend fees for existing Services, at any time in its sole discretion. You represent to Naked Labs that You are an authorized user of the chosen method of payment used to pay all fees You incur.

Our fees only include California Sales Tax where such California Sales Tax is applicable. If the Products are subject to Sales Tax in any jurisdiction other than California and you have not remitted the applicable Sales Tax to us, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority. You agree to indemnify us for any liability or expense we may incur in connection with such Sales Tax. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, "Sales Tax" shall mean any sales or use tax, and any other tax measured by sales proceeds, that we are permitted to pass to customers that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

Returns and Warranty

Returns
Customers may initiate a return of Products purchased from Naked Labs within thirty (30) days after receipt of the Product. To process a return, please follow the steps outlined in this Section. You must obtain a Return Materials Authorization ("RMA") number from us prior to returning any Products to us. You agree to pack the Product that you are returning carefully and return it to us, freight prepaid, together with the RMA. The returned Product must be in the original package and free of any defect or damage caused by shipping.

You can only make returns to us as follows:

  • Before requesting an RMA, please contact our Customer Experience Team by emailing us at support@naked.fit to be issued an RMA number. You must make this request within thirty (30) days after receipt of the Product.
  • Carefully package the Product (in the original package) along with a copy of the RMA form received from our Customer Experience Team.
  • Write the RMA number on the outside of the box, affix the label to the outside of the box provided by the Naked Customer Experience Team and send it to the address provided by the Naked Labs' Customer Experience Team.

Please do not hand-deliver your product to the address provided. Our locations do not receive visitors.

Limited Product Warranty
Naked Labs offers a Limited Product Warranty on our Products. The terms and conditions for our Limited Product Warranty, which are incorporated into these Terms by reference, can be read here.

Indemnification
You agree to defend, indemnify, and hold Naked Labs, its subsidiaries and affiliates, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected to your violation of these Terms and your participation in Disclaimed Activities (as defined in our Limited Product Warranty), or for liabilities, interest, penalties or fees assessed against us arising from any failure by you to pay any required taxes.

Limitations of Liability

SUBJECT TO OUR WARRANTY AND RETURNS PROGRAM, THE PRODUCT AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND YOUR USE OF THE PRODUCT AND SERVICES IS AT YOUR OWN RISK, AND IN NO EVENT WILL NAKED LABS BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, USE, PROFITS, DATA, OR GOODWILL) OR COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS OR THE PURCHASE, SALE, USE, OPERATION OR PERFORMANCE OF THE PRODUCTS OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT NAKED LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU AND NAKED LABS HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL NAKED LABS' LIABILITY TO YOU ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE ACTUAL AMOUNT PAID TO NAKED LABS BY YOU FOR THE PRODUCT AND SERVICES THAT GIVES RISE TO THE CLAIM.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Software License

Subject to your compliance with these Terms, Naked Labs grants you a limited, revocable, non-exclusive, non-transferable, non-sublicenseable license to use the software in the Product and related mobile applications (the "Software") as part of your use of the Product for your own personal, non-commercial purposes and for no other purposes. You may not (i) copy, modify or create derivative works based on the Software; (ii) distribute, transfer, sublicense, lease, lend or rent the Software to any third party; (iii) reverse engineer, decompile or disassemble the Software; or (iv) make the functionality of the Software available to multiple users through any means. Naked Labs reserves all rights in and to the Software not expressly granted to you under these Terms. All Software is protected by U.S. copyright law and international treaties.

Naked Labs respects the intellectual property rights of others and provides this Copyright Policy to describe Naked Labs's policy of prohibiting users from uploading, posting, or otherwise transmitting on or to Naked Platform any information or materials that violate another party's intellectual property rights. This Copyright Policy is incorporated into and part of the Naked Labs Terms and Conditions.

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. It is our policy to respond to notices and counter-notices that properly conform to the DMCA's requirements. Accordingly, notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see the Copyright Office's web page at www.copyright.gov for details of the current DMCA requirements.

Notification of Alleged Copyright Infringement
If you believe in good faith that materials hosted by Naked Labs infringe your copyright (for example, materials posted by a user through one of our Services), you (or your agent) may send us a written notification pursuant to the DMCA, by providing our DMCA Agent with the information listed below (and as further set forth in 17 U.S.C. § 512(c)(3)) and requesting that the material be removed or access to it blocked.

The written notification must include:

  1. In sufficient detail the copyrighted work that you claim has been infringed. If multiple copyrighted works on the Naked Platform are covered by a single notification, you may provide a representative list of such works, however, the representative list must still contain sufficient detail of the copyrighted works so that we can identify them;
  2. The URL or other specific location on the Naked Platform that contains the material that you claim to be infringing your copyright. You must provide us with reasonably sufficient information to enable us to locate the alleged infringing material(s), so that we can comply with your request to remove or deny access to it/them;
  3. Your name, address, telephone number and email address (if available);
  4. The electronic or physical signature of the owner of the copyright or a person authorized to act on the owner's behalf;
  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 the law; and
  6. A statement that you swear under penalty of perjury that the information contained in your notification is accurate and that you are the copyright owner or that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this Section A, your DMCA notice will not be valid.

You must submit any notification of an alleged copyright infringement to Naked Labs's DMCA Agent by mail or email as set forth below:

Naked Labs
Attn: DMCA Agent
1800 Broadway
Ste #1
Redwood City, CA 94063

Phone: (650) 562-7364
Email: copyright@nakedlabs.com with the subject line "Copyright Policy - DMCA Notification"

This contact information is for DMCA notifications and counter notifications ONLY. ALL OTHER INQUIRIES DIRECTED TO THE DMCA AGENT WILL NOT BE ANSWERED.

Please note that you may be liable for damages, including court costs and attorney fees, if you materially misrepresent that materials on the Naked Platform are infringing a copyright.

Counter Notification

If you believe in good faith that your own copyrighted material has been removed from the websites as a result of a mistake or misidentification, you may submit a written counter notification letter to Naked Labs's DMCA Agent pursuant to Sections 512(g)(2) and (3) of the DMCA. To be an effective counter notification under the DMCA, your written correspondence must include substantially the following:

  1. Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled;
  2. A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or in the United States District Court for the Northern District of California if your address is outside the United States;
  3. A statement that you will accept service of process from the party that filed the notification of alleged copyright infringement or the party's agent;
  4. Your name, address and telephone number;
  5. A statement that you swear under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled, or that the material identified by the complaining party has been removed or disabled at the URL or website location and will no longer be shown or accessible; and
  6. Your physical or electronic signature.

You acknowledge that if you fail to comply with all of the requirements of this Section B, your DMCA counter notification will not be valid.

You may submit your counter notification to Naked Labs's DMCA Agent by fax, mail, or email as set forth below:

Naked Labs
Attn: DMCA Agent
1800 Broadway
Ste #1
Redwood City, CA 94063

Phone: (650) 562-7364
Email: copyright@nakedlabs.com with the subject line "Copyright Policy - DMCA Counter Notification"

This contact information is for DMCA notifications and counter notifications ONLY. ALL OTHER INQUIRIES DIRECTED TO THE DMCA AGENT WILL NOT BE ANSWERED.

If a counter notice is received by Naked Labs's DMCA Agent, we may send a copy of the counter notification to the original complaining party informing that person that Naked Labs may replace the removed content or cease disabling it. Unless the copyright owner files an action seeking a court order against Naked Labs or the user, the removed content may be replaced or access to it restored by Naked Labs.

Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees.

Account Termination
Please be aware that it is Naked Labs's policy to terminate the user accounts of repeat infringers. If you believe that a user is a repeat infringer, please follow the requirements above, but also include information or evidence that will reasonably prove to Naked Labs that the user is a repeat infringer.

If you provide false information to Naked Labs regarding any of the above notifications, counter-notifications or repeat infringer notifications, Naked Labs, may immediately terminate your user account and you may be subject to legal and equitable remedies.

You will refrain from posting any information or items to the Sites or through the Services which are copied, in whole or in part, from third party sources without authorization. For further clarification, please see the U.S. Law on Copyrights, or see the web sites of the U.S. Copyright Office or U.S. Trademark Office. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If You believe in good faith that materials hosted by COMPANY infringe your copyright, You (or your agent) may send us a notice requesting that the material be removed or access to it blocked.

Please see the requirements and specific instructions for submitting a notice to COMPANY in COMPANY'S Copyright Policy. Our Copyright Policy is incorporated into these Terms by reference. If You believe in good faith that a notice of copyright infringement has been wrongly filed against You, the DMCA permits You to send COMPANY a counter-notice. Please refer to COMPANY'S Copyright Policy for the requirements and instructions for submitting a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details.

Notices and counter-notices with respect to the Sites, including the Services, should be sent to the COMPANY'S DMCA Agent for notice of claims of copyright infringement at: DMCA Agent, 1800 Broadway St, Ste 1, Redwood City, CA 94063 Attn: DMCA Agent, by telephone: (650) 562-7364, or by emailing copyright@nakedlabs.com (with the subject line "DMCA Communication").

COMPANY'S DMCA Agent should be contacted only for the purposes set forth in this Section. ALL OTHER INQUIRIES DIRECTED TO COMPANY'S DMCA AGENT WILL NOT BE ANSWERED.

Privacy Policy

You understand that any information provided by you or collected by us in connection with your use of our website, the Products and our Services will be used in the manner described in these Terms of Use and in our Privacy Policy, such privacy policy (the “Privacy Policy”) being incorporated into and made a part of these Terms by this reference. If you do not agree to the Privacy Policy you may not use the Services.

Dispute Resolution

Choice of Law
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

Agreement to Arbitrate
For any dispute with Naked Labs, you agree to first contact us at legal@nakedlabs.com and attempt to resolve the dispute with us informally. In the unlikely event that Naked Labs has not been able to resolve a dispute it has with you after thirty (30) days, you and Naked Labs agree that any dispute, claim or controversy arising out of or relating to these Terms or the use of the Product (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"); and (iii) you retain the right to litigate any Dispute other than an IP Protection Action by providing Naked Labs with written notice of your desire to do so by email or regular mail at our contact information at the bottom of these Terms within thirty (30) days following the date you first accept these Terms (such notice, an "Arbitration Opt-out Notice").

If you do not provide Naked Labs with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Naked Labs with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Naked Labs with an Arbitration Opt-out Notice, you acknowledge and agree that you and Naked Labs are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Naked Labs otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

Arbitration Rules
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879). The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration athttp://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820 and a separate form for California residents athttp://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822). The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure
Unless you and Naked Labs otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Naked Labs submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Naked Labs will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.

Arbitration Fees
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Naked Labs will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes to the Dispute Resolution Clause
If Naked Labs changes this "Dispute Resolution" section after the date on which you placed your order for a Product, you may reject any such change by sending us written notice (including by email to legal@nakedlabs.com) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Naked Labs' email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Naked Labs in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General Terms

Complete Agreement
These Terms constitute the entire and exclusive understanding and agreement between Naked Labs and you regarding the purchase and use of the Product and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Naked Labs and you regarding any purchase.

Severability
If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without Naked Labs' prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Naked Labs may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices
Any notices or other communications provided by Naked Labs under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the www.nakedlabs.com. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver
Naked Labs' failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Naked Labs. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Notice for California Users
Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

Headings
Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

Feedback and Recommendations
If you submit comments, ideas, or feedback to us, you agree that we can use, disclose, reproduce, distribute, and exploit them without any restriction or compensation to you. We do not waive any rights to use similar or related ideas or feedback previously known to us, developed by Naked, or obtained from sources other than you.

Contact Info

If you have any questions about these Terms, please contact Naked Labs by sending an email to legal@nakedlabs.com.