1. Binding agreement; definitions and parties
1.1 Acceptance. After adequate notice, an affirmative acceptance control, signed incorporating document, or other legally effective method forms the agreement and binds ZNF. A footer link, shipment, or log alone does not prove assent. Independent IP/access-control law remains applicable.
1.2 Definitions. “Site” means ZNF-controlled websites, applications, and online services; “Products” means goods ZNF offers or supplies, including foods, ingredients, and applicable dietary supplements; “Services” means agreed digital, manufacturing, blending, packaging, private-label, co-packing, and related services; “Content” means protected text, images, recordings, software, and other service materials. Descriptions do not promise availability.
1.3 Customer types. A “Consumer” is an individual obtaining or using goods or services primarily for personal, family, or household purposes, whether paid or free. A “Business Customer” obtains them primarily for business, resale, processing, or commercial use. Purpose and mandatory law control, regardless of quantity or account label. “You” means the person or entity agreeing, not automatically visitors, recipients, or injured nonparties.
1.4 Capacity. The accepting individual must be at least 18, legally capable, and authorized to bind any represented entity. An adult acting for another, employee, purchasing representative, or automated tool needs actual lawful authority. No one may waive another person’s non-waivable rights.
2. Additional terms; policies and document priority
2.1 Related policies. The Legal Hub links the policies identified throughout these Terms. Their contractual provisions are incorporated only when adequately identified, available, applicable, and accepted. Later posting alone does not amend an earlier bargain.
2.2 Priority. Mandatory law controls, followed within its subject by an expressly controlling signed agreement and then agreed specifications, express warranties, and transaction-specific disclosures. These Terms provide the general contract and risk-allocation framework; a topic policy governs its operational subject. Section 16 exclusively supplies this agreement’s arbitration process unless a separately signed agreement expressly replaces it. Companion policies cannot add arbitration prerequisites, shorten statutory periods, override its exceptions, or revive an opted-out class waiver. General disclaimers do not negate enforceable express warranties.
2.3 Buyer forms. ZNF objects to additional or different purchase-order, EDI, portal, invoice, or buyer-form terms unless its authorized representative accepts them in writing. Acknowledgment or performance alone does not express assent to additions; contract formation and conflicting forms remain subject to law. Authorized amendments must identify their changes.
2.4 Government and institutions. Government, educational, grant-funded, and institutional buyers must identify procurement requirements before acceptance. ZNF may decline unaccepted orders or require signed terms for FAR/DFARS, audits, data rights, cybersecurity, inspection, funding, termination, and disputes. These Terms create no contracting authority, sovereign-immunity waiver, or exclusion of ZNF’s mandatory duties.
3. Scope; channels, marketplaces, and international dealings
3.1 Channels. Where validly agreed, these Terms cover relevant ZNF dealings through the Site, support, email, telephone, chat, SMS, social media, product materials, quotations, and invoices. Separate legally required consent remains necessary.
3.2 Marketplaces and third parties. Amazon, Walmart, eBay, TikTok, Facebook, Etsy, and other platforms have separate terms and buyer protections. These Terms govern ZNF’s relationship only if validly incorporated; they neither rewrite platform agreements nor excuse ZNF’s platform obligations. Platform arbitration does not itself establish ZNF arbitration. Another seller’s terms do not remove ZNF’s manufacturer duties. Links, embedded content, processors, and carriers are not guaranteed or endorsed merely by integration. Section 10 governs lawful limits; accepted terms prevail over outdated copies.
3.3 International and restricted transactions. No unlawful offer is made. Accepted terms must identify delivery, customs, tax, and importer responsibilities; buyers are not automatically importers of record. Supply accurate destination, recipient, and intended-use information needed for lawful fulfillment. Do not evade restrictions through intermediaries. ZNF may lawfully screen, seek proportionate verification, decline transactions, or withhold prohibited performance. Each party retains its duties, including lawful handling of restricted funds and refunds.
3.4 Mandatory local rights. Mandatory conformity, withdrawal, refund, privacy, accessibility, warning, language, and local-forum rights remain effective. For Consumers entitled to EU/EEA or UK distance-selling protections, ordinary goods purchases generally allow cancellation within 14 days after delivery and return within 14 days after cancellation, with required refunds. Statutory exceptions include rapidly perishable goods, genuine custom-made goods, and qualifying sealed health/hygiene goods unsealed after delivery; being food alone is insufficient. Missing required withdrawal information can extend the period. Defective-goods rights remain separate. Section 16.2 excludes non-U.S. Consumers from mandatory predispute arbitration. Florida headquarters and worldwide website access establish neither worldwide product approval nor displacement of mandatory law.
4. Material terms and prominent notices
Review Sections 10–13, 16, and 19 before agreeing. This summary adds no waiver or assent. Required warnings, disclosures, signatures, and consents remain necessary. Privacy choices, accessibility help, and safety reports require no arbitration agreement.
5. Acceptance records and accounts
5.1 Information and security. Provide accurate information reasonably needed for the transaction and update relevant contact details. Protect credentials, use only authorized accounts, and promptly report suspected compromise. Do not share another person’s password or require a minor to obtain an adult’s login. Account restrictions are subject to Sections 18 and 21.
5.2 Business authority. Identify authorized purchasers and promptly revoke ended authority. ZNF may reasonably verify authority before account changes, nonpublic disclosures, or material instructions. Changing a contact does not assign an agreement. Customers bear authorized transactions subject to payment protections and ZNF’s duties; credentials alone are not conclusive authorization.
5.3 Evidence and versions. ZNF may lawfully retain evidence of notice, version, transaction, and electronic acceptance, subject to authentication and challenge. IP addresses and bot visits alone prove neither identity nor assent. Sections 18 and 16.19 govern changes.
6. Validity, severability, and lawful remedies
Mandatory law controls. Invalid terms outside Section 16 may be lawfully limited/severed without defeating the essential bargain; Section 16.17 governs arbitration. No invented assent or unlawful rewriting is required. Remedies remain cumulative subject to valid limits/exclusive remedies and no double recovery. Statutory defenses, immunities, injunctions, and bonds require their legal conditions. Conduct can waive rights; delay alone is not automatic waiver.
7. Continuing obligations after termination
Completion, suspension, closure, or termination preserves accrued payment/refund duties and valid confidentiality, ownership, licenses, indemnities, limits, records, and disputes for their stated duration or covered accrued matters. Access licenses need not survive discontinued services. Survival cannot revive invalid/opted-out duties or override mandatory deletion, retention, or legal holds.
8. Governing law, jurisdiction, and venue
Florida substantive law governs subject to mandatory law. The Federal Arbitration Act governs Section 16 where applicable; otherwise applicable Florida arbitration law governs to the lawful extent. The United Nations Convention on Contracts for the International Sale of Goods is excluded. Foreign-award enforcement remains subject to applicable conventions, requirements, and defenses.
Subject to Section 16, small claims, and mandatory local forums, the parties consent to exclusive Palm Beach County state-court jurisdiction/venue or the U.S. District Court for the Southern District of Florida if federal subject-matter jurisdiction exists. This creates neither federal jurisdiction nor regulator consent. Section 16 governs Consumer hearings, enforcement, review, and provisional relief; questioning enforceability triggers no automatic fees.
9. Independent relationships and lawful cooperation
No employment, partnership, joint venture, agency, franchise, or fiduciary relationship is created. Resellers cannot bind ZNF or imply unauthorized warranties/sponsorship; representatives need authority. Owners/employees do not automatically guarantee entity debts; security needs a separate valid arrangement. Lawful government/judicial cooperation preserves privacy, confidentiality, privilege, and disclosure protections. Unlawful instructions need not be followed.
10. Warranty disclaimers, remedies, and liability limits
10.1 Exceptions. NOTHING EXCLUDES OR LIMITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, DEATH OR BODILY INJURY, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED. ENFORCEABLE EXPRESS WARRANTIES, REQUIRED TITLE PROTECTIONS, AND NON-WAIVABLE RIGHTS REMAIN EFFECTIVE. ZNF RETAINS ITS OWN MANDATORY FOOD-SAFETY, LABELING, PRIVACY, ACCESSIBILITY, AND OTHER DUTIES. ALL FOLLOWING LIMITATIONS ARE SUBJECT TO THESE EXCEPTIONS.
10.2 Disclaimers. GENERAL INFORMATION AND NONCONTRACTED DIGITAL FEATURES ARE “AS IS” AND “AS AVAILABLE,” WITHOUT A PROMISE OF UNINTERRUPTED, ERROR-FREE, OR INVULNERABLE OPERATION, SUBJECT TO SECTION 10.1. FOR BUSINESS CUSTOMERS, ZNF DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE EXCEPT FOR EXPRESS WARRANTIES, AGREED SPECIFICATIONS, AND SECTION 10.1. THESE TERMS DO NOT DISCLAIM CONSUMERS’ PRODUCT IMPLIED WARRANTIES OR SHORTEN THEIR STATUTORY DURATION. NO DISCLAIMER EXCUSES UNLAWFUL PRODUCTS, MISLABELING, OR MISLEADING CLAIMS.
10.3 Product remedies. For covered Business Customer product nonconformity, ZNF may elect repair, replacement, or refund of the affected product price as the exclusive contractual remedy where lawful, subject to a controlling signed agreement and Section 10.1. Allow a reasonable opportunity for the remedy consistent with urgency and law. If it fails of its essential purpose, applicable code remedies remain available. Consumers retain lawful remedies and accepted express warranties. Store credit cannot replace a required monetary refund without valid agreement; protected injury and other claims remain available.
10.4 Excluded loss. SUBJECT TO SECTION 10.1 AND TO THE EXTENT LAWFUL, ZNF IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL ECONOMIC LOSS, INCLUDING LOST PROFITS, BUSINESS, GOODWILL, OR BUSINESS INTERRUPTION, OR EXEMPLARY OR PUNITIVE DAMAGES. NON-WAIVABLE RELIEF AND REMEDIES REQUIRED BY SECTION 16.5 REMAIN AVAILABLE. A LOSS’S LEGAL NATURE, NOT ITS LABEL, DETERMINES ITS CATEGORY.
10.5 Cap. SUBJECT TO SECTIONS 10.1–10.4 AND TO THE EXTENT LAWFUL, AGGREGATE LIABILITY FOR RELATED CLAIMS FROM A TRANSACTION IS LIMITED TO THE GREATER OF THE AMOUNT PAID TO ZNF FOR THE AFFECTED GOODS OR SERVICES GIVING RISE TO THE CLAIM OR US $100. FOR A NONPURCHASE CLAIM, THE LIMIT IS US $100 WITH THE SAME EXCEPTIONS. REQUIRED REPAYMENT FOR UNDELIVERED GOODS, LEGALLY REQUIRED REFUNDS, AND NON-WAIVABLE STATUTORY REMEDIES OR FEES ARE NOT REDUCED BY THE CAP. AN EXPRESS DIFFERENT CAP CONTROLS ITS STATED SUBJECT.
10.6 Application. Lawful limits apply across legal theories, including negligence and strict liability, subject to Section 10.1. Affiliates, officers, employees, agents, suppliers, and licensors may invoke them only for conduct providing the ZNF product/service at issue and where enforceable. The shared cap for related loss is not multiplied by defendants/theories and binds no unrelated claimant or nonaccepting person. Sections 11 and 16 separately define their protections.
10.7 Responsibility. Causation, comparative responsibility, mitigation, and avoidable-loss defenses remain available. ZNF is not liable for loss caused by another’s mishandling or alteration instead of ZNF’s fault. This does not reverse legal burdens, bar preserved latent-defect claims, or make ZNF’s decision conclusive. Outages and third-party failures also follow Section 15.
11. Indemnification and defense
11.1 Business Customers. To the lawful extent, defend and indemnify ZNF and its affiliates, officers, employees, and agents involved in the transaction against third-party claims, reasonable defense costs, and recoverable damages to the extent caused by your breach, negligence, willful misconduct, unlawful downstream claims, unauthorized alterations, or infringement by your supplied formulas, materials, labels, artwork, or marks. This includes allocated handling, distribution, warning, import, and data duties; regulator costs qualify only if lawful.
11.2 Limits. Exclude the portion caused by ZNF’s own breach, negligence, defective manufacture, misconduct, or other legally attributable fault, and prohibited indemnification of fines or penalties. Section 10 limits ZNF liability, not the customer’s valid commercial indemnity, unless a signed agreement states otherwise. No double recovery is permitted.
11.3 Procedure. Give reasonably prompt claim notice; delay reduces duties only to the extent of material prejudice. The customer may control a diligent defense through competent, reasonably acceptable counsel, with ZNF’s reasonable cooperation at the customer’s expense. Necessary reasonable separate-counsel costs may be recovered for material conflict or inadequate defense as law permits. Settlement cannot impose another party’s admission, nonmonetary duty, or unreimbursed payment without written consent, not unreasonably withheld. Urgent safety action and mandatory reports need no consent.
11.4 Consumers. Consumer indemnity covers only lawful reimbursement of third-party claims directly caused by intentional unlawful misuse or knowing infringement through submitted content. It excludes ordinary product use, defects, the Consumer’s own ZNF claim, ZNF’s fault, and exercise of protected review, complaint, privacy, accessibility, or payment rights.
12. Product representations, safety, manufacturing, and co-packing
12.1 Information and suitability. Read labels, instructions, allergens, and agreed specifications; express warranties remain effective. Recipes and suggestions do not guarantee individual results or commercial yield. Business Customers assess finished-product suitability unless ZNF expressly assumes that task. Ingredient purchases imply no design, approval, exclusivity, or universal suitability.
12.2 Variation and COAs. Lawful, in-specification natural variation alone is not a defect; adulteration, contamination, undeclared allergens, and failed specifications are not excused. A certificate of analysis (COA) covers its identified sample, lot, analytes, methods, and results, not every substance or absence of trace constituents. Do not alter it, transfer it to another lot, or overstate its scope. Agreed testing and certifications remain binding.
12.3 Health information. Site, support, review, and automated-assistance content is not individualized medical advice. Seek qualified advice for allergies, interactions, conditions, pregnancy, children, and other individual needs. Do not delay care or stop prescribed treatment based on general content. No result is guaranteed absent an enforceable promise. Claims require lawful substantiation; applicable supplement disclaimers establish neither FDA/USDA approval nor permission to mislead.
12.4 Handling and reports. Follow storage, preparation, use, and shelf-life instructions. Stop using suspected unsafe, tampered, contaminated, or allergen-mismatched goods; promptly contact Section 22 and seek urgent care when needed. Preserve identifiers/evidence where safe and lawful; obtain instructions before shipping suspect goods. Delay or missing packaging does not automatically defeat preserved claims. Safety action never waits for arbitration.
12.5 Custom scope. Custom manufacturing, formulation, testing, private-label/co-packing, and reserved capacity require written scope acceptance. Before production, approve applicable formulas/bills of materials, suppliers/ingredients, allergens, packaging/food-contact requirements, label roles, quantities/tolerances, testing/acceptance criteria, release authority, storage/shelf-life basis, prices, and delivery. A signed quality agreement may supply details; stock purchases authorize no custom work.
12.6 Customer inputs and delays. Have rights to customer-supplied formulas, ingredients, tooling, packaging, labels, and instructions; provide accurate safety/performance information and conforming materials. ZNF may inspect, quarantine, or reject apparent unsafe/nonconforming inputs without assuming all customer verification duties. Missing inputs/approvals may reasonably adjust timelines. Storage, rework, and restart charges need an agreed lawful basis and reasonable documentation. Customer approval does not excuse ZNF’s mandatory duties.
12.7 Change control. Material formula, supplier, process, allergen, packaging, label, or testing changes need written approval addressing cost, timing, validation, and responsibility. Silence is not safety-critical approval. Urgent legally required action may proceed with lawful notice. Document deviations and lawful release decisions. Laboratories, carriers, and other providers may be used as agreed and lawful, subject to quality, confidentiality, and express restrictions. ZNF retains its duties; no material unapproved substitution is allowed.
12.8 Finished goods and claims. Customers controlling finished products, artwork, claims, or distribution bear responsibility within their agreed role, including destination warnings and requirements. Certification, origin, “free-from,” processing, and testing claims need a valid basis. ZNF may reject unlawful or unsafe instructions. Neither approval nor this agreement transfers every manufacturing, allergen, labeling, or reporting duty.
12.9 Traceability and recalls. Business Customers must keep required lot/distribution records, promptly report credible safety concerns, identify affected goods/recipients, and cooperate with lawful holds, withdrawals, and recalls. Do not release, rework, or destroy held goods/evidence without authority, except necessary lawful safety action. Share material relevant regulator/platform notices where lawful; do not speak for another without authority. Each party may perform mandatory reporting without permission. A quality agreement should allocate leadership, testing, communications, disposition, and costs; otherwise responsibility follows valid contract, proven cause, and law, including Section 11.
12.10 Confidentiality. Use identified or reasonably recognizable nonpublic business information only for the engagement, legitimate contract rights, or legal compliance. Apply reasonable care, need-to-know disclosure, and suitable confidentiality duties. Exclude lawfully public, previously unrestricted, independently developed, or properly third-party-received information. Limit compelled disclosure and give notice when lawful and practicable; protected reporting remains available. Protect trade secrets while qualified and other confidential information for three years after the engagement; required archives retain protection.
12.11 Ownership and development. Customer materials, formulas, and specifications remain its property, not public feedback; ZNF receives only rights needed for agreed work. Each party retains background intellectual property (IP). Agree in writing on new formulas, improvements, methods, tooling, and deliverable ownership/licenses before development; payment alone does not decide ownership. Samples, forecasts, and discussions imply no endorsement, exclusivity, noncompete, minimum commitment, or know-how transfer.
12.12 Records and testing disputes. Keep required records and agreed retain samples for applicable periods with appropriate storage/traceability. Specification disputes require attention to lot identity, sample integrity, methods, and reasonable independent testing. Neither party’s test is conclusive or delays safety action. Section 17.4 governs relevant record/audit access.
13. Orders, prices, payments, subscriptions, and promotions
13.1 Acceptance. Orders are offers. Automated receipts/payment authorizations are not acceptance unless expressly identified otherwise. ZNF accepts by shipment or express written acceptance, whichever comes first. Custom work may be accepted before production; disclosed separate shipments may be accepted separately. Signed terms may differ. ZNF may impose disclosed limits or decline unaccepted orders for legitimate availability, compliance, credit, or fraud reasons; no universal $500 approval threshold applies.
13.2 Prices and errors. Quotes follow stated validity periods. Before acceptance, ZNF may correct errors or reject erroneous orders with notice and required release/refund of funds. Material post-acceptance changes require agreement or a lawful basis. Accepted terms and mandatory disclosures control. Price matching needs an actual offer. Reference prices, discounts, fees, currency, and taxes require accurate disclosure; “comparison only” language does not excuse deception.
13.3 Payment security. Payment is due before shipment/agreed performance unless written credit terms differ. Only disclosed, accepted charges and separately authorized recurring charges are authorized. ZNF may reasonably verify transactions and decline unapproved credit. Independently verify changed bank instructions; email may be fraudulent. Misdirected-payment responsibility follows authority, conduct, and law. Collection costs and late charges need an agreed lawful basis; no undisclosed penalties apply.
13.4 Business credit. Pay undisputed sums when due; promptly explain disputes, preferably within 15 days of invoicing. That administrative request does not shorten legal claim periods. Offsets need a lawful basis. Reasonable grounds for insecurity permit written demands for adequate assurance and commercially reasonable suspension of unreciprocated performance as law allows. Notice, cure, repudiation, and bankruptcy protections remain. Withdrawing future credit alone does not amend accepted orders.
13.5 Taxes and shipping. Each party bears taxes/duties allocated by law or accepted terms. Supply valid, current exemption documentation; customers bear lawful consequences of their inaccurate information, while ZNF retains collection/remittance duties. Shipping, freight services, and extra charges require disclosure or agreement. Section 19 and the Shipping Policy govern title and risk.
13.6 Subscriptions and delays. The Purchases Policy and accepted offer govern recurring prices, frequency, duration, cancellation, and pre-orders. Obtain any required separate consent; general TOU acceptance cannot replace it. ZNF will provide required renewal/change notices, cancellation methods, delay-consent procedures, and refunds. Estimated dates do not excuse mandatory delay or cancellation rights. Marketing enrollment is separate.
13.7 Custom cancellations and property. Noncancelable commitments/cancellation charges need disclosed, lawful agreement, subject to mitigation, credits, and liquidated-damages limits. Account for recoverable work/materials and required repayments; no automatic forfeiture applies. ZNF’s breach is not customer cancellation. Arrange lawful return, storage, or disposal of customer property with reasonable notice and an agreed or legal charge; no blanket abandonment or self-help disposal right arises.
13.8 Promotions and credits. Disclosed promotion rules control eligibility, timing, entry/redemption, discount combinations, prizes, selection, notification, and taxes. Address actual fraud/disruption under those rules and law without arbitrary retroactive forfeiture. Supply required no-purchase entry and other safeguards; this TOU is not complete sweepstakes rules. Participation is not blanket marketing consent. Gift cards, credits, and rewards, if offered, retain legal expiration, fee, redemption, and unclaimed-property protections.
14. Entire agreement; language, assignment, and notices
14.1 Integration and interpretation. These Terms and incorporated documents govern under Section 2, preserving express warranties, actionable misrepresentation, and mandatory disclosures. Headings do not expand duties or automatically resolve ambiguity for ZNF. Lawful electronic signatures/counterparts may form one instrument. English is the working language subject to mandatory translation/local-language rules; Section 16.7 governs proceeding access.
14.2 Assignment. Customer assignment/delegation requires ZNF consent or legal authority. ZNF may assign in a genuine reorganization or relevant business transfer with required notice/consent, without unlawful reduction of rights or increased burdens. Assignment alone releases no obligor. Only express enforceable beneficiary rights arise; no security interest or guaranty is created.
14.3 Notices. Use Section 22 or controlling signed terms. Electronic notices require a lawful, reasonably effective method and any necessary separate electronic-record consent. Lawsuit service follows law, not a blanket email waiver. Arbitration notice and legacy elections follow Sections 16.1 and 16.19.
15. Miscellaneous provisions and communications
15.1 Force majeure. Events beyond reasonable control excuse affected performance only as law permits, with reasonably prompt notice and mitigation. They do not excuse lack of care, mandatory safety duties, or indefinite retention of payment for undelivered goods. Signed terms may allocate supply risks; required cancellation/refund rights remain.
15.2 Feedback and external content. Section 17 governs public submissions and unsolicited nonconfidential suggestions. No fee, development duty, or exclusive relationship arises without agreement. Private support, formulas, and personal/confidential data are not automatically advertising material. Third-party content follows Section 3.2 and creates no professional-advice relationship.
15.3 Privacy. The Privacy Policy, U.S. Addendum, International Addendum, EEA/UK/Swiss Notice, Cookie Policy, and Your Privacy Choices govern their subjects. Acknowledgment is not blanket recording, advertising, sale/sharing, or processing consent. Applicable preference signals, withdrawals, complaints, and non-waivable judicial remedies remain effective. Marketing enrollment requires its specific disclosures and legal basis.
16. Dispute resolution; binding individual arbitration
READ CAREFULLY: EXCEPT AS PROVIDED BELOW, YOU AND ZNF MUTUALLY AGREE TO FINAL, BINDING INDIVIDUAL ARBITRATION OF COVERED DISPUTES INSTEAD OF A COURT OR JURY TRIAL. PROCEDURES DIFFER FROM COURT AND JUDICIAL REVIEW IS LIMITED.
16.1 Informal resolution. Before covered arbitration, send an individual written Notice of Dispute to legal@znaturalfoods.com OR Section 22.1’s address. ZNF will use reasonably available contact details. Identify each claimant, reply method, relationship, facts, relief, and available supporting information; related transactions may share a notice. Authorized counsel may send it. No lawyer, notarization, perjury declaration, formal pleading, or irrelevant purchase proof is required.
Seek resolution for 60 days after receipt. Either party may request a reasonably scheduled phone, video, or accessible equivalent conference, with counsel permitted. Nonresponse/nonattendance does not extend the period or bar later filing. Promptly identify material deficiencies and allow reasonable correction; immaterial errors do not defeat claims. The process ends earlier by agreement or either party’s written statement that further discussion is futile. To the legally permissible extent, limitations are tolled from receipt until 30 days after the process ends; neither party will assert that interval as a time defense. Protective filings may preserve untollable rights.
Do not delay safety action, protected complaints, regulatory reports, payment disputes, small claims, independently governed statutory notices, or court-reserved relief. Arbitrators may address material noncompliance proportionately under law/rules; imperfect filings need not automatically be rejected. Applicable settlement-evidence protection does not create blanket privilege for exchanged facts.
16.2 Scope and parties. Between validly agreeing parties, this section covers disputes with ZNF about these Terms, services, products, commercial work, transactions, Content, or related conduct/communications, including contract, warranty, tort, product-liability, misrepresentation, statutory, privacy, and accessibility claims that may lawfully be arbitrated. It changes the forum, not substantive claims.
Consumers habitually resident outside the United States are subject to neither predispute mandatory arbitration nor the class waiver; arbitration requires their separate lawful post-dispute agreement. Business Customers also retain mandatory protections. These Terms do not newly subject pre-acceptance disputes to arbitration; earlier valid agreements may govern them. Employment disputes, including employment representative/PAGA matters, depend on separate applicable law/agreements; this is no employment arbitration agreement.
ZNF affiliates, officers, employees, and agents may invoke this section for related ZNF conduct only if they accept reciprocal dispute obligations. Suppliers/providers may do so only for claims based on their provision of the relevant ZNF product/service and as law permits. Unrelated platform, processor, or other-company disputes are excluded. Section 16.6 reserves contested formation/enforcement entitlement to courts; describing a nonparty does not bind it.
16.3 Administrator. National Arbitration and Mediation (“NAM”) administers under its applicable Comprehensive Dispute Resolution Rules and Procedures, consumer standards/fees, and Supplemental Rules for Mass Arbitration Filings. NAM rules and fees are available online or from ZNF on request. Rules at commencement apply subject to this agreement and mandatory law; mandatory consumer safeguards/remedies prevail.
If NAM genuinely cannot or will not administer a lawful agreement, use JAMS with appropriate rules and Consumer Minimum Standards, then AAA Consumer or Commercial Rules if JAMS is unavailable. If all are unavailable, agree on a qualified substitute or seek lawful appointment. No provider is indispensable. Payment/compliance default is not unavailability and allows no unilateral switching or escape from mandatory default consequences.
16.4 Fair process. Provide neutral selection with equal participation and conflict challenges, access to counsel subject to lawful fee recovery, necessary discovery, appropriate motions, and a reasoned written decision. Unilateral selection and unfair hearing deadlines are prohibited.
16.5 Remedies and review. The arbitrator may award legally available individual damages, statutory relief, and fees, subject to lawful limits and court-reserved matters. Caps/disclaimers cannot remove relief required by law or mandatory consumer standards. Competent courts may enter awards; arbitration law controls review.
16.6 Delegation and court questions. The arbitrator exclusively decides this arbitration agreement’s interpretation, scope, applicability, validity, and enforceability, except these court questions: formation, assent, authority/entitlement to enforce, controlling agreement/version, valid opt-outs, specific delegation challenges, and class/representative-waiver enforceability. Courts also decide legally court-assigned public-relief and litigation-conduct-waiver questions and statutorily reserved matters, including applicability of the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act. Delegation supplies no missing consent.
16.7 Location and access. Consumers may elect documents-only or remote proceedings when appropriate under the rules, preserving fair presentation and necessary hearings. In-person Consumer hearings must be reasonably convenient, ordinarily in their residence county unless mutually agreed otherwise. Business arbitration is seated in Palm Beach County, Florida, with agreed or arbitrator-permitted remote access. Use English unless mandatory law, agreed translation, or meaningful access requires otherwise. Provide reasonable disability accommodations and legally required language assistance. Consumers need not travel to Florida.
16.8 Fees. A Consumer initiating a case pays no more than the lowest of US $225, the administrator’s consumer fee, or the comparable competent-court filing fee, subject to further legal/rule hardship reductions. ZNF timely pays remaining administrator/arbitrator fees, including procedural-arbitrator fees; ZNF pays all such fees for its Consumer cases. Each side otherwise pays its lawyers, experts, and incidental expenses unless law permits/requires an award. Losing or contesting enforceability alone does not shift ZNF’s fees to a Consumer. Sanctions/fee awards need legal/rule authority, notice, and a fair response opportunity. Business fees follow commercial rules/signed terms and mandatory law.
16.9 Small claims. Either party may bring a qualifying individual case in an appropriate small-claims court, including a Consumer’s local court, while jurisdiction exists. Election is available before arbitrator appointment or later as law/rules allow. No jurisdiction is enlarged; provider rules govern fee consequences. If the case ceases to qualify, either party may seek arbitration under a valid applicable agreement.
16.10 Public injunctive relief. Non-waivable public injunctive relief remains available. Arbitration may award it when lawful and authorized; court-reserved relief proceeds in competent court while severable arbitrable matters proceed in arbitration. Stays require legal authority; no universal forum bar or indefinite delay is imposed.
16.11 Preserved proceedings. Authority reports, protected complaints, cooperation, and available regulatory relief remain unrestricted; nonagreeing authorities are not bound. Exclude legally authorized Proposition 65 public enforcement, including private enforcement not lawfully arbitrable; private interparty compensation remains arbitrable where lawful. Preserve non-waivable privacy complaint/judicial rights, the statutory election under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, and other legally nonarbitrable matters.
16.12 Individual/class waiver. TO THE EXTENT LAWFUL, COVERED DISPUTES PROCEED INDIVIDUALLY, NOT AS CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTIONS. CLASS ARBITRATION OR COMBINED CLAIMANTS’ MERITS REQUIRE ALL AFFECTED PARTIES’ EXPRESS POST-DISPUTE AGREEMENT. Preserve Sections 16.10–16.11, lawful representation/coordination, separate mass administration, and nonparty rights. If the waiver fails for a claim/remedy, it proceeds in court while severable arbitrable matters remain in arbitration. Invalidity/silence is not consent to class arbitration. Sections 16.2, 16.19, and mandatory law control.
16.13 Mass filings. NAM determines mass-rule applicability; the current threshold is 25 or more similar coordinated demands, not necessarily simultaneous. Its applicable rules control classification, demands, procedural-arbitrator authority, and fees. Each claimant may proceed after their informal process without an extra embargo, indefinite queue, exhaustion requirement, or binding bellwether absent necessary agreement. Administrative coordination is not class arbitration. Consensual test cases/mediation must preserve other claimants’ rights, deadlines, and fee rules. Do not withhold required fees to force another process.
16.14 Confidentiality. Arbitrators may proportionately protect trade secrets, personal data, and confidential evidence. Follow lawful orders/rules while preserving discussion of underlying facts, honest reviews, protected reports, legal process, professional advice, required disclosures, and award enforcement/challenges. No blanket gag or absolute confidentiality applies.
16.15 Limitations and waiver. Statutory periods apply; no blanket one-year deadline is imposed. Section 16.1 supplies tolling. Ordinary arbitration-waiver law applies without a special prejudice requirement or immunity. Unsuccessful efforts to compel/resist arbitration create no automatic contractual fee award.
16.16 Temporary court relief. Either party may seek lawful temporary court relief preserving the status quo or preventing immediate irreparable harm, including IP/confidentiality protection, pending arbitration. Ordinary standards/bonds apply. The request alone does not waive arbitration; arbitrable merits remain with the arbitrator. ZNF receives no unilateral merits exemption.
16.17 Severability. Sever only lawfully and consistently with the agreement; Sections 16.10–16.12 control their issues. The remainder survives only if it can fairly and lawfully operate independently. No court must invent consent, rewrite an unlawful process, or enforce an entirely unenforceable agreement.
16.18 Survival and change. Valid arbitration survives closure/completion for covered disputes. Revisions cannot retroactively govern accrued disputes or override valid opt-outs. Material arbitration changes require adequate notice and legally effective renewed agreement. Posting cannot change known-dispute providers/procedures. Section 16.3 safeguards rule updates; Section 16.19 protects legacy elections.
16.19 No new general opt-out; legacy rights. First-time agreements under this version have no general contractual opt-out. ZNF honors valid prior opt-outs and unexpired or newly triggered earlier election rights, including material-change rights. Earlier elections covering class/representative waivers remain effective within their scope; browsing, account use, or ordinary acceptance of updated purchase terms does not revoke them.
Earlier timing/scope remain available, including the prior 30-day window after the later of first use following that version’s effective date or a material change to Section 16. Purchase proof is unnecessary when irrelevant. Ask for accessible alternatives. Reasonable matching inquiries cannot defeat identifiable timely elections for immaterial defects. Replacing a valid opt-out needs a separate informed agreement expressly addressing it. Otherwise Section 8 governs, subject to mandatory law and controlling earlier agreements.
17. Resale, intellectual property, licenses, and content
17.1 Commercial use. Business Customers may use ingredients for agreed commercial processing. Authorized-retailer status, territories, exclusivity, marketing assets, and distribution channels require actual authorization. Partners must observe valid channel restrictions, avoid knowing prohibited diversion, and not impersonate ZNF. Applicable contract, first-sale, quality-control, and material-difference rules govern resale.
17.2 Quality and brands. Authorized partners must store/transport suitably, preserve lot and expiration information, inspect promptly, withhold suspect/recalled goods, convey accurate required warnings, and provide appropriate customer support. Do not obscure identifiers, alter original retail goods without authority, or imply endorsement. Agreed processing/private labeling remains permitted. Branding and any sell-off follow the valid authorization and safety/traceability duties.
17.3 Channel warranties. Clearly disclosed, lawful voluntary satisfaction benefits may exclude unauthorized-channel purchases. Mandatory warranties, enforceable promises, and ZNF’s own product liability remain. Actual tampering or mishandling is assessed on the facts. ZNF may investigate diversion and restrict future unaccepted purchases for legitimate reasons without penalizing protected complaints.
17.4 Records and audits. Business Customers must retain relevant lot, distribution, and warning records for legal/signed periods or at least two years after distribution if neither requires longer, and honor legal holds. Supply records reasonably needed for relevant safety, quality, or authorized-channel inquiries with privacy/confidentiality safeguards. Authorized partners permit proportionate quality audits on reasonable notice during business hours, protecting confidentiality and unrelated customer information. Urgent lawful safety/regulator access is not delayed; no unrestricted systems access is granted.
17.5 Insurance. Authorized distributors, private-label brand owners, and co-packing Business Customers must carry appropriate general liability with products/completed operations coverage: at least US $1 million per occurrence/$2 million aggregate unless otherwise agreed in writing. Obtain ZNF additional-insured and primary/noncontributory protection where lawful and commercially available for allocated risk. Supply certificates/relevant endorsements on reasonable request; certificates do not alter coverage or cap liability. Separately assess recall, contamination, cyber, contractual, and warning coverage; no policy is presumed to cover every indemnity, recall, fine, or Proposition 65 claim.
17.6 Content license. ZNF/licensors retain protected Content, marks, and technology. A limited, nonexclusive, nontransferable, nonsublicensable license permits legitimate personal or authorized business access, ordinary transactions, and retention of your legal/transaction records. No implied license permits marking your goods as ZNF’s or bulk commercial exploitation. Lawful assistive tools, browser functions, protected quotation, and statutory rights remain available.
17.7 Automation and misuse. Without authorization or a lawful basis, do not bulk-extract protected Content, build competing protected-content databases, train models/commercially benchmark with it, mirror/frame protected services, reverse engineer protected code, defeat access controls, or imply affiliation through hidden marks. Do not evade lawful blocks using rotating accounts/devices. Authorized purchasing and assistive tools are not prohibited merely for automation. Incorporated Agent Terms apply; computer-crime/IP claims require their legal elements.
17.8 Public submissions. You retain public-submission ownership and grant ZNF a nonexclusive, worldwide, royalty-free license to host, reproduce, display, distribute, and reasonably format intentionally public submissions to operate/promote relevant services, subject to privacy and required withdrawal rights. Do not distort reviews or imply unauthorized endorsement. Private support, payment data, privacy/accessibility requests, and business confidential information are excluded. Submit authorized material and disclose required material connections. No prohibited review-ownership assignment or honest-criticism penalty applies.
17.9 Moderation and copyright. ZNF may lawfully moderate infringing, fraudulent, unlawful, or legitimately prohibited content under the Content Policy and Review Guidelines. Negative sentiment alone does not justify suppressing or falsifying protected reviews. The DMCA Policy governs copyright notices/counter-notices; other IP and safety matters require appropriate procedures. Sections 11 and 16 govern related indemnities and disputes.
18. Enforcement, changes, suspension, and termination
18.1 Enforcement. ZNF may investigate breaches, restrict access, decline unaccepted orders, suspend legally justified affected performance, or terminate accounts for legitimate safety, security, legal, or business reasons. Give required notice/cure, subject to immediate necessary protection. Respect accepted commitments, Section 12, and payment, refund, privacy, accessibility, and safety duties. Termination does not forfeit all prepayments.
18.2 Changes. Offer revisions for future dealings with an identified date and reasonable advance material-change notice, ordinarily at least 30 days, obtaining renewed agreement where required and for material arbitration changes. Urgent legally required changes may take effect sooner only as necessary with appropriate notice. Posting or browsing does not rewrite an accepted order, dispute, or accrued right. Clerical corrections cannot enlarge duties. Sections 16.18–16.19 control arbitration and legacy elections.
18.3 Exit and evidence. Noncontracted features may change subject to law; paid commitments require performance, lawful modification, or remedy. Resolve accrued amounts, refunds, customer property, confidentiality, and transition under contract/law. Bankruptcy protections remain. Preserve/disclose evidence lawfully; sanctions, adverse inferences, injunctions, and fees need legal authority and process. Section 21 covers account controls and protected complaints.
19. Returns, title, Proposition 65, and RSS/podcasts
19.1 Policies. Returns, Shipping, and accepted terms govern voluntary windows, authorization, condition, fees, and logistics subject to law. A 30-day voluntary U.S. return window is not a universal deadline for injury, latent-defect, warranty, or statutory claims. Lawful custom/opened-goods exclusions do not excuse ZNF’s breach or mandatory remedies.
19.2 Inspection and return. Inspect reasonably promptly and report with available evidence under lawful commercial notice/inspection terms. Preserve safe evidence; obtain instructions for suspect goods. Use protective packaging and suitable authorized transport, with costs under law and accepted policy. ZNF’s inspection does not bar lawful appeals or payment disputes. Accommodate excusable delay without indefinitely withholding required refunds.
19.3 Title and risk. Physical-goods title and transit risk are distinct and follow accepted terms and law. Software ownership does not mean ZNF retains title to all sold goods. Shipment terms do not waive nonconformity or ZNF-breach rights; mandatory consumer receipt protections, freight terms, and rightful rejection remain relevant.
19.4 Proposition 65. The Proposition 65 Notice addresses disclosures. Each party must meet its warning, transmission, labeling, and online-display duties. Customers controlling finished goods/listings must pass required information and keep records/cooperate under Section 17.4. TOU acceptance is neither a product warning nor release of ZNF’s duties. Sections 11–12 allocate lawful interparty responsibility without binding regulators/public enforcers. No universal SKU compliance or warning need is represented.
19.5 RSS/podcasts. If offered, feeds/recordings support licensed personal or authorized business use. Preserve attribution; do not sell, misleadingly edit, bulk redistribute, or commercially syndicate protected material without authority or a lawful basis. Availability follows commitments; archives may be outdated and provide no individual medical/compliance advice. Sections 10 and 17 govern limits/rights; mandatory rights and protected reports remain.
20. Mobile applications and messaging
20.1 Features and licenses. If offered, mobile features are subject to validly accepted Terms and properly disclosed app-store/feature terms. Compatibility, support, and availability follow actual commitments; mandatory component-license rights remain.
20.2 Devices. You are responsible for lawful device/carrier arrangements and disclosed charges. Keep devices reasonably secure and install necessary updates. Permissions and data practices require their applicable disclosures/basis; app use does not waive ZNF duties. Maintenance, beta features, and discontinued versions remain subject to law and commitments, not blanket immunity.
20.3 Messages. The Mobile Terms govern program enrollment, fees, help, and opt-out. Use a number you control or are authorized to use and promptly report changes. Required marketing consent and revocation rights remain separate; a number change does not authorize contacting its new holder. Marketing and arbitration opt-outs are different elections. Legal notices follow Sections 14 and 22.
20.4 Misuse. Do not unlawfully bypass security, extract protected code, automate abuse, or compromise users. Preserve lawful accessibility and license rights. Carrier/device faults do not automatically impose ZNF liability, but its own duties remain. Sections 10–11 govern applicable limits and indemnities.
21. Customer conduct, fraud, and account actions
21.1 Prohibitions. Do not use stolen payment details, impersonate others, knowingly fabricate claims/evidence/returns, seek duplicate recovery, fraudulently manipulate promotions, introduce malware, threaten unlawful harm, harass, or infringe rights. Do not coordinate accounts to evade valid limits/bans. A VPN, disposable email, assistive tool, or payment dispute alone is not proof of fraud.
21.2 Verification. ZNF may examine relevant indicators, seek necessary verification, hold unaccepted orders, and restrict access during legitimate investigations. Data requests/retention must be proportionate and lawful; automated scores are not conclusive misconduct or consent. Preserve applicable privacy, appeal, and nondiscrimination rights. Reports need no account password, full payment credentials, or unnecessary sensitive data.
21.3 Payment disputes. Contact support when practicable; this is not a condition of statutory/payment-network rights. ZNF may give accurate processor evidence and lawfully contest unsupported claims. Reconcile duplicate recovery without unauthorized debits or waiver of genuine disputes. Debts/costs need a valid basis. Good-faith chargebacks do not automatically cause penalties, blacklisting, or defense invoices.
21.4 Evidence and protected activity. Do not intentionally destroy evidence subject to legal preservation duties. ZNF’s preservation/disclosure follows law/confidentiality; sanctions require legal authority. The Information Security Policy addresses security research; unlawful reverse engineering of protected controls is prohibited. No retaliation for honest reviews, complaints, safety reports, privacy choices, accessibility requests, or lawful cooperation with authorities. Sections 18 and 16 govern enforcement/disputes.
22. Contact, accessibility, and final provisions
22.1 Contact. Orders, returns, and product concerns: Orders@ZNaturalFoods.com or 1-888-963-6637. Legal notices: legal@znaturalfoods.com; or Z Natural Foods, LLC, Attn: Legal Department, 5407 N Haverhill Rd Unit 336, West Palm Beach, FL 33407, USA. Section 16.1 permits email OR mail. Keep copies of important notices; seek immediate appropriate care for urgent medical concerns.
22.2 Assistance. The Accessibility Statement explains assistance and the WCAG 2.2 AA target, not uninterrupted certification of every page/platform. Mandatory duties remain. Email accessibility@znaturalfoods.com or call 1-888-963-6637 for help or another format. Use Your Privacy Choices for privacy requests. No purchase, diagnosis, or new arbitration agreement is needed merely for help.
22.3 Interpretation. Section 2’s priorities and mandatory law control. This section adds no assent, waiver, shortened deadline, or retroactive change; Section 16’s exceptions and legacy rights remain effective.
