Terms & Conditions

OVERVIEW

These Terms of Service (these “Terms”) are an agreement between you and Migung365 INC. and its affiliates (the “Company”, “we”, “us”, or “our”). This website [www.takespell.com] (the “Site”), including any features, contents, or other materials provided via the Site, is owned and operated by us. These Terms govern your purchase and use of the Company’s products and services, as well as your access and use of the Site and any other applications, content, features, subscription, or services available to you by the Company (collectively, the “Services”).

By accessing and using the Site, you acknowledge and agree that you have read, understood, and agreed to be bound by these Terms, including those additional terms and conditions and policies referenced herein. If you do not understand or agree with any part of these Terms, you may not access or use the Site in any way.

These Terms apply to all transactions made through the Site. This includes all transactions that are ultimately processed and paid for on the Site, regardless of whether the order was initiated through direct website visits, social media platforms, offline channels, or any other means.

1. GENERAL

We provide an online e-commerce platform for the sale of products limited to personal use only and may not, without the express prior written approval of the Company, be made for the purpose of any resale or commercial use. You agree to use the Site only for lawful, noncommercial purposes and in compliance with all international, federal, state, and local laws.

2. ELIGIBILITY

You must be at least 18 years of age to access and use the Site, to use our Services, and to purchase our products. By accessing or using the Site, you confirm that you are at least 18 years old to agree to these Terms.

3. CHANGES TO TERMS

We reserve the right to change or modify the terms and conditions contained in these Terms from time to time at any time by posting the updated Terms on the Site. We will notify you of significant or material changes either via email or notification on our website. You confirm your acceptance of the changes or updates by continuing use of the Site. If you do not agree to the changes, you must stop using our Site. For this reason, you should frequently review these Terms and any other applicable policies.

4. USER REGISTRATION

You may be required to register an account with us to access and use the Site and certain Services. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such a username is inappropriate, obscene, or otherwise objectionable. If you access and use the Site, you are responsible for keeping the confidentiality of your account and password and for all activities that occur under your account. You agree to update your account information promptly to keep it accurate, current, and complete. We reserve the right to suspend or terminate your account if any information provided is inaccurate, untrue, or incomplete.

5. INTELLECTUAL PROPERTY AND OWNERSHIP

We are the owner of all intellectual property rights in the Site, including but not limited to text, graphics, button icons, product packaging designs, product photographs, marketing materials, audio and video clips, website design, the selection and layout, articles, images, and other materials (collectively, the “Content“) on the Site, as well as any associated trademarks, service marks, and logos (collectively, the “Marks“). The Content and Marks are protected by applicable copyright, trademark, and other intellectual property and unfair competition laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and the Content only for personal, non-commercial purposes and only to the extent such use does not violate these Terms. You may not reproduce, duplicate, copy, sell, resell, or exploit any portion of the Site without the express written consent of the Company.

6. YOUR CONTENT

Your content refers to any content you submit, post, display, or otherwise make available on or through the Site, including reviews, ideas, concepts, information, messages, feedback, comments, photos, and videos on our products, advertising and other promotional materials or events, facts, advice and opinions (“Your Content”).

You are solely responsible for Your Content. You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish and use Your Content. By submitting Your Content, you agree to grant us an unrestricted, irrevocable, non-exclusive, transferable, royalty free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and publicly display Your Content in any manner and for any purpose, including our marketing materials and the improvement and development of the Site without any obligations to pay you for such use. You acknowledge that we may choose to use or not use any Your Content at our sole discretion.

You agree not to post Your Content that is illegal, offensive, harmful, defamatory, infringing, or violates the rights of any third party. We have no obligation to edit or control Your Content and we are not responsible for Your Content. However, we reserve the right to screen, remove, edit, or block any of Your Content at our sole discretion.

7. ACCURACY OF INFORMATION

We attempt to be as accurate as possible when describing our products on the Site. However, we do not warrant that the product descriptions, colors, information or other content available on the Site are accurate, complete, current, reliable, or error-free. The Site may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions (including after an order has been submitted) and to change or update information at any time without notice.

8. HEALTH INFORMATION AND MEDICAL DISCLAIMER

The Services and any Content provided on the Site are for general informational and wellness purposes only and are not intended as, and must not be used as, a substitute for professional medical advice, diagnosis, or treatment, You should always seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding any medical condition, use of any medication or dietary supplement, or any health concerns.

Our Services are not intended to diagnose, treat, cure, or prevent any disease. Statements made on the Site have not been evaluated by any regulatory authority such as the U.S. Food and Drug Administration (FDA) or equivalent authorities in other jurisdictions, unless expressly stated otherwise. If you experience any adverse reaction or discomfort while using our Services, you should discontinue use immediately and consult your healthcare provider.

You are solely responsible for evaluating whether our Services are appropriate for you, including reviewing all ingredients lists, warnings for potential allergies, sensitivities, or interactions with medications or medical conditions.

9. ORDERS AND PAYMENT

In addition to any other terms relating to product purchases, returns and refund, shipping on the Site, the following terms apply when you purchase a product on the Site:

• All products should be strictly in accordance with their instructions, precautions, and guidelines. You are responsible for checking the ingredients of any product or the Services before use to avoid potential allergic reactions or sensitivities.
• Products displayed on the Site can be ordered and delivered within the United States. See Section below for more information. All prices displayed on the Site are shown in U.S. Dollars and are subject to change without notice. Prices do not include applicable taxes or shipping charges, which will be added to your total order amount at checkout.
• Your placement of an order does not necessarily mean that we accept your order. We reserve the right, in our sole discretion, to refuse or cancel any order at any time for any reason, including but not limited to product availability, errors in the description or price of the product, error in your order, or problems identified as potential fraud.
• You are responsible for providing complete and accurate information including shipping address, payment information, or contact details. We are not responsible for orders that are lost, undeliverable, or misdelivered due to incorrect, incomplete, or outdated information provided by you.
• All products are subject to availability. We reserve the right to discontinue any product at any time.
• We accept various payment methods as indicated on our Site. By providing payment information, you represent and warrant that you are authorized to use the designated payment method. You agree to provide current, accurate, and complete account and purchase information for all purchases made via the Site.
• We reserve the right to limit the order quantity of any item purchased per person, per household, or per order for any reason. We also reserve the right, in our sole discretion, to either limit quantities of sales or prohibit sales that appear to be placed by dealers, resellers, or distributors.
• The process and procedure for returns, exchanges, and refunds of products purchased through the Site will be governed by our Return and Refund Policy, available at takespell.com/shipping-returns/.
• You acknowledge that the effects of dietary supplements can vary significantly among individuals and that results are not guaranteed. Factors such as age, genetics, diet, lifestyle, underlying health conditions, use of medications, and adherence to product directions may affect your results. Any testimonials, reviews, case studies, or examples on the Site represent individual experiences only and do not constitute a guarantee that you will achieve the same results.

10. SUBSCRIPTIONS AND AUTOMATIC RENEWAL

We may offer certain products or Services on a subscription or recurring basis (each, a “Subscription”). If you enroll in a Subscription, you agree that your Subscription will automatically renew at the selected delivery interval and to charge your chosen payment method on a recurring basis, at the frequency, price, and other terms presented to you at the time of enrollment, without further authorization from you, until you cancel your Subscription.

You may cancel your Subscription at any time, effective at the end of the then-current billing period through your account setting or by contacting our Customer Support at [sanha@takespell.com]. To avoid being charged for the next shipment, you must submit your cancellation request prior to the next scheduled billing date or the next charge date shown in your account. Cancellation will take effect for future billing cycles only, and previously processed orders cannot be cancelled once processing has begun.

We may change or modify Subscription pricing, product availability, delivery frequency, or other Subscription terms from time to time. If we make material changes, we will provide you with reasonable advance notice, and such change will apply to the next renewal Period following the effective date of the change. Your continued participation in the Subscription after such notice constitutes acceptance of the change.

We may occasionally offer discounted introductory shipments, free trials, or promotional pricing that automatically convert into a paid Subscription at the end of the promotional period, unless you cancel before the end of that period. When you accept any such offer, the applicable promotional terms will be disclosed at checkout and/or in your confirmation email, and you authorize us to begin charging your payment method at the then-current, non-promotional Subscription price (plus applicable taxes and shipping) once the promotional period ends, unless you cancel beforehand in accordance with this Section.

Subscription orders are subject to our Return and Refund Policy, which describes when Subscription shipments may be returned and whether shipping fees are refundable. In general, unless otherwise stated in a specific promotion or required by applicable law, refunds for Subscription orders are limited to the same conditions and time frames as non-subscription purchases, and you are responsible for canceling your Subscription in time to avoid future recurring charges.

If a recurring charge is declined or cannot be processed, we may attempt to process the payment again and may suspend or cancel your Subscription until valid payment information is provided.

11. SHIPPING, DELIVERY, AND RISK OF LOSS

We will use commercially reasonable efforts to process and ship your properly completed orders within three to five [3-5] business days after we receive them, excluding weekends and public holidays. Orders placed on weekends or public holidays will generally be processed on the next business day. However, all processing and shipping times are estimates only and are not guaranteed.

We currently do not offer international shipping outside the United States. Any delivery or shipment dates or timeframes we provide are good-faith estimates only and may be subject to delays arising from carrier issues, weather, holidays, customs, or other factors beyond our reasonable control. We are not liable for any loss, damage, cost, or expense arising from any delay in shipment or delivery, to the fullest extent permitted by applicable law.

Product availability may be limited and particular products may not be available for immediate shipment. If an item in your order is on backorder or otherwise unavailable, we will ship the product when it becomes available, or we may contact you to offer alternatives or to cancel the order and issue a refund. We may reject or cancel orders where the stated delivery address is outside the countries or regions we serve, or where shipping is commercially impracticable or prohibited by law.

When your order ships, we will send a shipment confirmation email that includes a tracking number (where available) so you can monitor your delivery status. If your order appears to be lost in transit or if you receive a package that is visibly damaged, you must contact us within fourteen (14) days of the indicated delivery date and provide your order number, tracking information, and reasonable supporting details (including photographs for damaged shipments). We will review your request in good faith and, where appropriate and subject to our Return and Refund Policy, may offer a replacement, refund, or other remedy, which will be your exclusive remedy for such issues to the fullest extent permitted by applicable law.

Shipping and handling fees are not refundable except expressly stated in our Return and Refund Policy or where required by applicable law. Additional items regarding return shipping costs, refunds of shipping fees, and treatment of refused or undeliverable shipments are set out in our Return and Refund policy, which is incorporated into these Terms by reference.

12. YOUR CONDUCT

You agree not to access or use the Site for any purpose that is prohibited by these Terms. You are responsible for all your activity in connection with the Site. By way of example, and not as limitation, you agree not to use the Site or the Content to:

• access or use the Site in any manner that violates laws, infringe any person’s rights, or create civil or criminal liability.
• provide false or misleading information when registering or updating account.
• modify, copy, lease, sell or distribute any part of the Site.
• reproduce, distribute, publicly display, publish or create derivative works of the Content and the Site.
• attempt to or assist anyone to reverse engineer, decompile or otherwise gain unauthorized access to the underlying components or functionalities of the Site, including our models, algorithms, or systems (except as permitted by applicable law).
• interfere with or disrupt the Site or any other user’s access to or use of the Site.
• transmit any viruses, worms, defects, Trojan horses, or other malicious code or programs that intended or designed to interrupt, disable, damage, destroy, or limit the functionality of the Site.
• attempt to gain unauthorized access to any portion of the Site, other accounts, computer systems, or networks connected to the Site.
• use for commercial purposes without our prior consent.
• impersonate any other person or entity, including providing any false personal information to use or creating any account for anyone other than yourself.
• upload, post, transmit, publish, or communicate Your Content that is harmful, threatening, defamatory, offensive, abusive, harassing or otherwise deemed unsuitable, obscene, hateful, or contrary to community standards, or is otherwise inappropriate as determined by us in our sole discretion.
• upload, post, transmit, publish, or communicate Your Content that harasses, degrades, or intimidates an individual or group of individuals based on gender, sexual orientation, religion, race, ethnicity, age, or disability.
• access or use the Services in any way not expressly permitted by these Terms.

We reserve the right, but are not obligated, to monitor the Services, investigate potential violations, and take appropriate action, at any time without prior notice against any party that violates applicable law or these Terms.

13. PERSONAL INFORMATION AND PRIVACY POLICY

Your access and use of the Site is also governed by our Privacy Policy, which describes how we collect, store, disclose and use your personal information. By using the Site, you agree to be bound by our Privacy Policy, available at takespell.com/privacy-policy/.

14. SUSPENSION AND TERMINATION

We reserve the right to terminate or suspend your access or use the Site and/or your account at any time and for any reason or no reason, with or without notice to you.

15. DISCLAIMER

THE SITE AND ITS CONTENT ARE PRESENTED “AS-IS” AND “AS-AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THE SITE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS, THE SITE, THE CONTENT OR PRODUCTS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD PARTY. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT AND INFORMATION ACCESSIBLE VIA THE SITE.

16. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY (INCLUDING OUR PARENTS, SUBSIDIARIES, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OTHER DAMAGES, AND CLAIMS OF THIRD PARTIES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, OR NEGLIGENCE), EXCEPT IN CASES OF OUR GROSS NEGLIGENCE OR WILLFUL CONDUCT, WHETHER OR NOT, WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED THE GREATER OF THE TOTAL AMOUNT YOU PAID TO US FOR ACCESS TO AND USE OF THE SITE OR PURCHASE OF THE SERVICES (IF ANY) DURING THE SIX (6) MONTHS PRECEDING THE DATE SUCH DAMAGES, LOSSES, AND CAUSES OF ACTION FIRST AROSE OR ONE HUNDRED DOLLARS (USD $100) OR THE EQUIVALENT IN LOCAL CURRENCY TO THE LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OF LIABILITIES FOR CERTAIN DAMAGES. AS A CONSEQUENCE, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU BUT SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAWS.

17. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, demand, or expenses, as well as third party claims and causes of action, including, without limitation, reasonable attorneys’ fees and expenses, arising out of: (1) Your Content; (2) your misuse of the Site; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site.

18. YOUR DATA

We will maintain certain data that you transmit to the Site for the purpose of your access and use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any loss or corruption of such data.

19. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, or on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

20. GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of [California], without regard to its conflict of law principles. By accepting these Terms, you consent and agree to submit the exclusive jurisdiction and venue of a court of competent jurisdiction located [Specify a County such as Los Angeles County, California].

Dispute Resolution

If any claims, cause of action, or dispute (“Dispute”) arising out of or related to these Terms, the Site, or any products or the Services you purchase or access through the Site, the parties shall first attempt in good faith to resolve the Dispute through informal negotiation before initiating any arbitration or other formal proceedings. To start this process, you must send us a written notice to [sanha@takespell.com] that includes your name, contact information, a description of the Dispute, and the relief you seek. We will use good-faith efforts to meet and confer with you (by phone, video conference, or in person) within 30 days after we receive your notice to try to resolve the Dispute informally.

If the parties are unable to resolve the Dispute within a reasonable time through informal negotiations, the Dispute will be resolved exclusively and finally by binding arbitration, rather than in court, except (a) you or we may pursue an individual action in a small claim court of competent jurisdiction if the claim qualifies and remains in that court, and (b) you or we may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property or prevent unauthorized access to or use of the Site.

Any arbitration will be administered by the American Arbitration Association (“AAA”) under its then-current Customer Arbitration Rules and will be governed by the Federal Arbitration Act (“FAA”). The arbitration will be conducted by a single neutral arbitrator. The arbitration may be conducted by video conference or, if the arbitrator determines that a hearing should be conducted in person, in a location that is reasonably convenient for both parties (for example, the county where you reside or another mutually agreed location). The arbitrator shall have the authority to award all remedies available under applicable law, subject to the limitations of liability and other restrictions set forth in these Terms.

To the fullest extent permitted by law, you and we agree that all Disputes must be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. You and we further agree to waive any right to trial by a jury in any court proceeding that is permitted under this Section.

If any portion of this Section (other than the class action waiver in this paragraph) is found to be unenforceable as to a particular claim or remedy, that portion shall be severed and the remainder of this Section shall remain in full force and effect. If the class action waiver in this paragraph is found to be unenforceable as to a particular claim or remedy, then that claim or remedy must proceed in a court of competent jurisdiction and not in arbitration.

21. MISCELLANEOUS

Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under these Terms due to events beyond their reasonable control, including but not limited to natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics or epidemics, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

Severability

If any provision of these Terms in its current form or as may be amended is found to be invalid, void, or unenforceable for any reason, only the invalid portion of the provision shall be severed and the remaining provision of these Terms shall remain in full force and effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.

No Waiver

No waiver of any provisions of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Entire Agreement

These Terms, Shipping Policy, Return & Refund Policy, and Privacy Policy including any policies, guidelines, or amendments that may be presented from time to time constitute the entire agreement between you and us and govern your use of the Site.

22. CONTACT US

If you have any questions about these Terms, please contact us at [sanha@takespell.com].