Terms & Conditions

Terms and Conditions of The Shaap Meal Plan Club LLC


Welcome and thank you for visiting sharp.club (“Site”) and our Terms and Conditions (“Terms”). 


PLEASE REVIEW THE TERMS CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS IN THEIR ENTIRETY, YOU ARE NOT ALLOWED TO USE THE SHAAP OFFERINGS IN ANY MANNER OR FORM. 


The Shaap Meal Plan Club LLC (“Shaap,” “We,” “Our,” “Us” or “Company”) operates this Site. You agree to be bound by the following Terms, in their entirety, when you: (1) Use, access, or visit the Site; (2) Purchase or receive any good or service offered through the Site, including, but not limited to, Shaap’s Subscription Service as defined in Section 3; (3) Access, or view any of the text, audio, video, graphics, or other content featured on the Site (“Content”); (4) access links to or view Shaap’s social media pages or accounts on third party social media websites, including, but not limited to, Facebook, Instagram, Pinterest, Twitter, Snapchat, and LinkedIn (“Social Media”); (5) Purchase, redeem, or sign up to receive or send Shaap gift cards or gift certificates (including, for the purposes of these Terms, electronic versions of both) (“Gift Cards”) or Trial Offers, Sweepstakes, Contests, or Promotions (“Vouchers”, as defined in Section 9).


By placing an Order through our Site, you accept these terms and conditions. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our Site.


1. SERVICE AVAILABILITY AND YOUR STATUS


The Site, and Offerings, are intended for use by individuals in the Counties of Riverside, Orange and San Bernardino - California USA (“Serviced Countries”). At this time, we do not accept orders from individuals outside the Serviced Countries. As such, by placing an Order through our Site or App, you warrant that you: (1) Are legally capable of entering into these Terms; and (2) Are at least 18 years old.


2. MODIFICATION


In our discretion, Shaap shall have the right to change, amend, add to, remove, or supplement the Terms (including the Privacy Policy), without notice to you; provided, however, that: (1) changes to the procedures applicable to the resolution of disputes shall only apply to disputes which arise after the modified or additional provision is published on the Site; and (2) changes to the prices or the manner in which Shaap shall bill customers shall only apply to products delivered after the modified or additional provision(s) is/are published on the Site


The latest Terms will be posted on the Site, and you should review the Terms prior to using any Products offered by Shaap and from time to time thereafter. By your continued use of Shaap, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Terms in effect at the time you access any Offerings offered by Shaap (other than for changes to the price/billing or dispute resolution pursuant to the preceding paragraph). All other amendments or modifications to the Terms shall be effective immediately upon publication on the Site. 


3. SHAAP’S SERVICES


3.1 Subscription Service

Our Subscription Service (“Subscription Service” or “Service”) is an automatic, recurring weekly subscription to Shaap’s Products. As part of the Service, we offer a number of subscription options that you may choose from (“Plan”). Each week you will receive a package from Shaap (your “Meals”)


3.2 Auto-Renewal Feature

THE SUBSCRIPTION SERVICE CONSISTS OF AN INITIAL CHARGE FOLLOWED BY RECURRING PERIODIC CHARGES AS AGREED TO BY YOU. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION HAS AN INITIAL AND RECURRING PAYMENT FEATURE AND YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES PRIOR TO DEACTIVATION. SHAAP MAY SUBMIT PERIODIC CHARGES (E.G., WEEKLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE ADVANCE NOTICE (IN COMPLIANCE WITH THE DEACTIVATION PROCEDURES IN SECTION 3) THAT YOU WISH TO TERMINATE THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE SHAAP REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION, SKIP A WEEK OR CHANGE YOUR PAYMENT METHOD, CLICK ON THE LINK PROVIDED BY US AT THE TIME OF PURCHASE AND THEN FOLLOW THE “RECHARGE” INSTRUCTIONS; or EMAIL infoshaap@gmail.com or call (201)774-0095. 


ADDITIONALLY, BY SIGNING UP FOR OUR SUBSCRIPTION SERVICE YOU ARE AGREEING TO RECURRING PERIODIC PAYMENTS FOR AN INDEFINITE TIME UNTIL DEACTIVATED BY YOU OR US, ON THE SUBSCRIPTION TERMS SET OUT IN THE APPLICATION FORM YOU HAVE COMPLETED,SUBJECT TO VARIATION IN ACCORDANCE WITH THIS SECTION. YOU CAN DEACTIVATE YOUR SUBSCRIPTION AT ANY TIME, PROVIDED THAT YOU DO SO WITHIN THE APPLICABLE DEACTIVATION NOTICE PERIOD, AS DEFINED IN SECTION 3. YOU WILL NOT BE CHARGED FOR ANY DEACTIVATION. YOU CAN RE-SUBSCRIBE AT ANY TIME FOLLOWING YOUR DEACTIVATION, BUT WE RESERVE THE RIGHT NOT TO PERMIT RE-SUBSCRIPTION WHERE WE HAVE PREVIOUSLY ELECTED TO TERMINATE A SUBSCRIPTION BY YOU. 


FURTHERMORE, FOLLOWING YOUR INITIAL SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL BE AUTOMATICALLY EXTENDED FOR SUCCESSIVE RENEWAL PERIODS OF THE SAME LENGTH, AT THE THEN-CURRENT, NON-PROMOTIONAL SUBSCRIPTION RATE. YOU WILL NOT BE ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD. 


4. PRICE ADJUSTMENTS


We reserve the right to adjust prices in our sole discretion, at any time and without notice to you; provided, however, that we will provide you with at least ten (10) days’ advance notice of any price changes with your specific Plan rate. Your acceptance of deliveries of the Products after such notice has been delivered to you will constitute your acceptance of such price changes, unless you cancel your subscription to the Service in accordance with these Terms. All prices shown on the Site are in U.S. dollars. Any applicable taxes and other fees or charges are not included and are additional to any prices shown on the Site. Prices, taxes or other fees may vary geographically. The shipment of meal ingredients to you after our delivery of such notice will confirm your acceptance of such changes, unless you cancel your subscription in accordance with the Term’s Deactivation policies, found in Section 3. 


5. REPLACEMENT INGREDIENTS IN MEALS AND PROMOTIONAL INCLUSIONS


Given the perishable nature of many of our ingredients, and market conditions and product supply beyond our control, we reserve the right to adjust the quantity of any ingredients in Meals, to discontinue the use of any ingredient or Product, or to substitute any ingredients or entire Meals, all without notice. While we make every effort to ensure that you are provided with the very best ingredients for our Meals, these switches may occasionally be required.


6. FORCE MAJEURE


We will not be liable or responsible for any failure to perform, or delay the performance of, any of our obligations that is caused by events outside our reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes, but is not limited, to the following: (1) Strikes, lock-outs, or other industrial action; (2) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war, or threat or preparation for war; (3) Fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disaster; (4) Impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport; (5) Impossibility of the use of public or private telecommunications networks; and (6) The acts, decrees, legislation, regulations, or restrictions of any government. 


Our performance under these Terms is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable efforts to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms may be performed despite the Force Majeure Event. 


7. RECEIPT OF THE MATERIALS AND FOOD PREPARATION


We uses specific materials to refrigerate perishable items. Please note that you are responsible for reviewing the Meals upon delivery and inspecting all of the Products contained within for any defects or other problems upon delivery. If you are not home when your Meal Box is delivered, the Meal Box will be left at your door or in a common area. Upon the completion of your review of the Meal Box, we recommend that you place all perishables in your refrigerator to ensure the ingredients’ integrity. The risk of loss and/or damage passes to you at the time of delivery. We highly recommend that you review the USDA’s instructions on safe food handling. All items are solely at your risk from the time of delivery. As such, you are solely responsible for any preparatory steps, storage of the contents of any Meas. We recommend that you use a thermometer to measure the temperature of any poultry, fish, or meat products that arrive in the insulated portion of the Meal Box, and, pursuant to USDA Guidelines, you should utilize said thermometer to ensure that they are at (or below) 41 degrees Fahrenheit. 


8. RETURN AND REFUND POLICY


In the event that you are unhappy with any part of your Meal Box, or a specific Meal Kit, you can reach out to us at infoshaap@gmail.com or call Customer Care at 1 (201) 774-0095. Please do so within five (5) days of the date you received the unsatisfactory item. If related to ingredients or condition of a Meal, we may give you credit for the individual ingredient or Meal, and in some situations, issue a partial or full refund for the ingredient or the Meals. We reserve the right, however, to require either the return of the unsatisfactory Meals, or a photograph of such, before any partial/full refund or credit will be issued. 


9. USER CONDUCT


You agree that you will not violate any statute, regulation, intellectual property (including, but not limited to, copyright and trademarks), contractual obligations, other third party rights, or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Site or App. You agree that you will abide by these Terms and will not: (1) display personal or confidential information related to any third party, including, but not limited to, street addresses, email addresses, last names, telephone numbers, and URLs; (2) attempt to access or use another user’s account unless permitted to do so, in writing, from both the user and Shaap; (3) engage in any behavior which is deemed to be harassment, threatening, stalking or predation of any other person; (4) make any claim, statement, or assertion, or imply, that your claim, statement, or assertion is endorsed by Shaap without Shaap’s express written consent; (5) engage in the commercial solicitation of other end-users; (6) collect or record end-users’ personal information without their prior written consent; (7) develop or use any third party applications that interact with any of Shaap’s Content, the Site without our prior written consent; (8) use the Site in any way that prevents or inhibits other end-users from fully utilizing the Site or App, or in a way that could overburden or interfere with the functioning of the Site in any manner;(9) use any manual or automatic process, means, or interface (including, but not limited to robot, spider, script or, browser extension), which Shaap has not authorized to access the Site, to retrieve or index data; (10) decipher or reverse engineer any portion of the Site that may reveal source code or bypass items designed to obstruct, limit, or stop access to any Content, specific site within the Site, or code within the Site; (11) access or attempt to access any portion or feature of the Site or App which you are not authorized to access, pursuant to these Terms or any subsequent agreements; or (12) use the Site for any illegal purpose. 


9.1 Rights in User Content

We do not claim any ownership interest in your User Content. However, by uploading, posting or submitting User Content to the Site, to our pages or feeds on third party social media platforms (e.g., Shaap’s Facebook page, Instagram page, or Twitter feed), you hereby: (1) grant Shaap and its affiliates and subsidiaries a nonexclusive, royalty-free, transferable, worldwide, perpetual, irrevocable and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, and your name, likeness, voice and persona in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes; (2) represent and warrant that (a) you own and control all of the rights to the User Content or you otherwise have the lawful right to post such User Content, (b) the User Content is non-confidential and you authorize Shaap to use such User Content for the purposes described in these Terms, (c) the User Content is accurate and not misleading or harmful in any manner, and (d) the User Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, regulation or third party right. 


10. ALLERGEN INFORMATION


PLEASE NOTE THAT THE EIGHT MAJOR ALLERGENS, AS DETERMINED BY THE US FOOD AND DRUG ADMINISTRATION, WHICH ARE WHEAT, EGG, SOY, MILK, TREENUTS, PEANUTS, FISH, AND SHELLFISH, ARE STORED, PORTIONED, AND PACKAGED IN SHAAP’S AND OUR SUPPLIER’S FACILITIES. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE STORE, PORTION AND PACKAGE THESE PRODUCTS, AND WHILE SHAAP TAKES PRECAUTIONS TO LIMIT ANY CROSS-CONTAMINATION, CROSS-CONTAMINATION MAY OCCUR BETWEEN FOOD PRODUCTS, AND THUS, THE RESPECTIVE MEALS, MAY CONTAIN SOME OR ALL OF THE ALLERGENS LISTED. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE HANDLING, USING OR CONSUMING SUCH PRODUCTS. SHAAP DOES NOT REPRESENT OR WARRANT THAT THE NUTRITION, INGREDIENT, ALLERGEN, AND OTHER PRODUCT INFORMATION ON OUR SITE IS ACCURATE OR COMPLETE SINCE THIS INFORMATION IS PROVIDED BY THE PRODUCT MANUFACTURERS OR SUPPLIERS AND ON OCCASION MANUFACTURERS MAY MODIFY THEIR PRODUCTS AND UPDATE THEIR LABELS. WE RECOMMEND THAT YOU DO NOT RELY SOLELY ON THE INFORMATION PRESENTED ON OUR SITE AND THAT YOU CONSULT THE PRODUCTS LABEL OR CONTACT SHAAP IN ORDER TO PROVIDE INFORMATION TO CONTACT THE MANUFACTURER DIRECTLY IF YOU HAVE A SPECIFIC DIETARY OR ALLERGIC CONCERN OR QUESTION ABOUT A PRODUCT. 

11. LIMITATION OF LIABILITY


RELEASE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHAAP, ITS AFFILIATES (INCLUDING, BUT NOT LIMITED TO, THEIR LICENSORS, SERVICE PROVIDERS, DIRECTORS, OFFICERS, AGENTS, PARTNERS, REPRESENTATIVES AND EMPLOYEES) SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY/PUNITIVE DAMAGES. THIS LIMITATION SHALL INCLUDE, BUT IS NOT LIMITED TO, DAMAGES RELATED TO PERSONAL INJURY; PAIN AND SUFFERING; EMOTIONAL DISTRESS; BUSINESS INTERRUPTION; LOSS OF PROFITS, REVENUE, BUSINESS OR ANTICIPATED SAVINGS, USE, GOODWILL, DATA; AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE) BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. 


ADDITIONALLY, IN NO EVENT SHALL SHAAP BE LIABLE FOR DISPUTES ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, OR CONTENT (INCLUDING, BUT NOT LIMITED TO, USER CONTENT, THIRD PARTY CONTENT, CONTENT OF LINKED THIRD PARTY SITES), OR THE ORDERING, RECEIPT, OR USE OF ANY PRODUCT, OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO,ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM SHAAP, OR FROM EVENTS BEYOND SHAAP’S REASONABLE CONTROL, SUCH AS SITE INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS,BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE THE SHAAP PARTIES FROM AND AGAINST, AND COVENANT NOT TO SUE ANY SUCH SHAAP PARTY FOR, ALL CLAIMS YOU HAVE OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” 


SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS THE LIABILITY OF SHAAP SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU HAVE ANY QUESTIONS PERTAINING TO THE LIMITATIONS OF LIABILITY DESCRIBED IN SECTION 11, PLEASE EMAIL infoshaap@gmail.com.


THE LIMITATIONS SET FORTH IN THIS SECTION 11 SHALL NOT AFFECT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW/JURISDICTION, SUCH AS LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY AND PROXIMATELY CAUSED BY OUR ACTS OR OMISSIONS, OR FOR OUR GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT. 


12. MODIFICATIONS TO THE SITE AND PRODUCTS


We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Site (or any features or parts thereof) or the rates, delivery, or provision of the Products at any time. 


13. DISPUTE RESOLUTION & BINDING ARBITRATION


PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SHAAP AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. 


13.1 Arbitration Is Binding

YOU AND SHAAP ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. 


ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN YOU AND SHAAP ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OR USE OF PRODUCTS OR OFFERINGS THROUGH THE SITE AND, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. 


This shall not apply to any disputes arising from Section 9, disputes in which a party seeks to resolve an issue in small claims court, seeks injunctive relief, or other equitable relief related to the use of proprietary rights. 


13.2 Preliminary Resolution Attempts

You agree to notify Shaap within forty-five (45) days of the occurrence or alleged occurrence of any dispute that could rise to become a small claim or claim that can be arbitrated according to these Terms. Notification can occur by contacting Shaap at infoshaap@gmail.com or by mailing us at 1774 University Ave, Suite 102, Riverside, CA 92507. Upon receipt of the notification, both parties shall attempt to resolve the issue within thirty (30) days. If we cannot otherwise satisfactorily resolve your dispute and you wish to proceed, you must submit your dispute for resolution by arbitration in accordance with these Terms. 


13.3 Waiver of Class Actions & Class Arbitrations

To the fullest extent permitted by law, you agree to arbitration on an individual basis, and to give up any rights to bring, join, or participate in any class action or representative action with respect to any claim, dispute or controversy that you may have against Shaap. In any such dispute, NEITHER PARTIES ARE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Unless both you and Shaap agree otherwise, the arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit, and to pay the attorney’s fees and court costs that Shaap incurs in seeking such relief. 


This provision preventing you from bringing, joining, or participating in class action lawsuits and class arbitrations: (A) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (B) is an independent agreement. The arbitral tribunal has no power to consider the enforceability of this class action and class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. You may opt-out of these dispute resolution provisions, pursuant to Section 13.5. 


If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced. 


13.4 Opt Out Rights

You may pursue your claim in small-claims court rather than arbitration (as it pertains to Section 13) if you provide written notice of this intention within sixty (60) days of the day you agreed to (or are determined to have agreed to) these Terms. If you choose to opt out, send written notice to: The Shaap Meal Plan Club, 1774 University Ave, Suite 102, Riverside, CA 92507. Please include your name, contact information, and a clear statement that you would like to opt out of the provisions related to binding arbitration. Please note that, all other provisions of the Terms, including Section 14, will still apply. The Arbitration or smalls-claim court proceeding will be limited solely to your individual dispute. 


14. GOVERNING LAW AND VENUE


All matters relating to these Terms, your access to and use of the Site, and your order, receipt, and use of the Products, and any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law rules or provisions (whether of the State of California or any other jurisdiction). Any dispute arising out of, or related to, these Terms or Shaap’s Offerings that is not subject to arbitration or cannot be heard in small claims court, shall be resolved exclusively in the state or federal courts of the State of California and the United States, respectively, sitting in the State of California, County of Riverside. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 


15. TERMINATION AND SURVIVAL


Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate or suspend your right to access or use the Site and to order, receive and use the Products, at any time and for any or no reason, including, without limitation, any violation of these Terms. You acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, for which you have received a corresponding delivery, to the fullest extent permitted by applicable law. 


16. SEVERABILITY AND WAIVER


If any of these Terms and Conditions or any provisions of a Contract are determined by any competent jurisdiction to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions, and provisions which will continue to be valid to the fullest extent permitted by law. 


No waiver by Shaap of any provision in these Terms and Conditions shall be deemed a further or continuing waiver of such provision or a waiver of any other provision, and any failure to assert a right or provision under these Terms does not constitute a waiver of such right or provision. 


17. MISCELLANEOUS


These Terms and any document expressly referred to in them constitute the whole agreement between you and Shaap, and supersede all previous discussions, correspondence, negotiations, arrangements, understandings, or agreements between us relating to the subject matter of any Contract. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Shaap. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.