TERMS OF SERVICE
Last Updated: January 1st, 2018
Thanks for choosing Nutralete!
When you use our products and services you’re agreeing to our terms, so please read these Terms of Service carefully as they contain important information regarding your legal rights and obligations.
Nutralete provides an online and mobile nutrition management software service designed specifically for individuals and businesses in the fitness and nutrition industry (“Software Service”). These Terms of Service apply to any use and access to our Software Service, Website, Apps (collectively, “Services”) and Third Party “Products” by you. These Terms include a release by you of, and limitations on, claims for certain damages against us that may arise out of your use of the Service. By accessing or using the Services, you are indicating that you have read this Agreement and agree to comply and be bound by these Terms of Service, including the release and limitations.
1. GENERAL TERMS
1.1 AGREEMENT. These Terms of Service ("Terms") constitute a legally binding agreement ("Agreement") between you and Nutralete (as defined below) governing your access to and use of the Services.
When these Terms mention “Nutralete,” “we,” “us,” or “our,” it refers to the Nutralete company you are contracting with. You and Nutralete are also sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
1.2 CHANGES TO THE AGREEMENT. We reserve the right to modify this Agreement at any time and in our sole discretion. If we make changes to the Agreement, we will notify you within the CoachConnect Application or by email. If you disagree with the changes, you may terminate this Agreement with immediate effect by emailing us. If you do not terminate the Agreement, your continued access to or use of the Services will constitute acceptance of the revised Terms.
1.3 ADDITIONAL TERMS. Your use of the Services and/or Product(s) may be subject to Additional Terms and such Additional Terms will be presented to you for your acceptance when you sign up to use the Services or when the Additional Terms are negotiated and agreed by both parties. If this Agreement is inconsistent with the Additional Terms, the Additional Terms will control with respect to the service with which it applies.
2.1 ACCESS AND LEVEL OF SERVICE. Nutralete will make the Services and/or Product(s) available to you subject to the terms and conditions of this Agreement.
2.2 CHANGES TO SERVICES. We reserve the right to suspend the Services and/or Product(s) during planned downtime or in connection with a Force Majeure event. In addition, we reserve the right to change, suspend or discontinue any features, components or functions of the Services and/or Product(s) at any time. We have no obligation to update or enhance the Services or to produce or release new versions of the Services.
2.3 WEB AND APPLICATION SERVICES. When you sign up to our Software Service, you will be granted access to the Nutralete application where you can track, monitor, and regulate your nutritional macronutrient profile for health and/or fitness related purposes. The Third Party Products offered through the Website by “Fitness Coaches” are subject to an initial purchase as outlined below and may be modified from time-to-time at Nutralete’ s sole discretion.
2.4 ELIGIBILITY. The Services and/or Product(s) are offered and available to users who are 18 years of age or older. By using the Services and/or Product(s), you agree that you are of legal age to form a binding contract with Nutralete. The Services and/or Product(s) are not available to individuals under the age of 18 (“Minor”) unless a parent and/or legal guardian has consented on behalf of said Minor. A consenting parent and/or legal guardian also warrants and represents that they assume all risk(s) and liabilities on behalf of the Minor’s engagement in the tracking and/or manipulating of their macronutrient profile as delivered through the Services. In instances where a Minor engages in the manipulation of their macronutrient profile through our Website, the parent and/or legal guardian agrees to supervise the Minor in said macronutrient profile manipulation. Moreover, each consenting parent and/or legal guardian acknowledges that they have read and specifically agree to the provisions under the heading below titled “Assumption of Risk, Waiver and Release” as it pertains to the health, safety, and well-being of the Minor. Nutralete may, in its discretion, refuse to offer the Service and/or Product(s) to any person and change its eligibility criteria at any time. Your right to access the Services and/or Product(s) is revoked where these Terms or use of the Services and/or Product(s) is prohibited and, in such circumstances, you agree not to use or access the Services and/or Product(s) in any way.
2.4 NECESSARY EQUIPMENT. Use of the Services and/or Product(s) may require a compatible mobile device and Internet access. Your ability to use the Services and/or Product(s) may be affected by performance of these items. You acknowledge and agree that all such system requirements, which may be changed from time to time, are your responsibility, and your mobile carrier's standard charges, data rates and other fees may apply. Further, you agree to always use the most recent version of the Services made available by Nutralete.
2.4 SUPPORT SERVICES. Standard support services are accessible via the support page on www.nutralete.com/support. Offices are open Monday through Friday 9 AM- 5 PM GMT. Support services may be unavailable due to company planned events, phone/internet disruptions and/or natural disasters.
2.4 TRIAL AND BETA SERVICES. Nutralete may in its sole discretion offer trial services or beta services from time to time at no charge. Any trial or beta services are provided with no warranties of any kind. Nutralete may discontinue any trial or beta services at any time, with or without notice and without any further obligations to you. Nutralete will have no liability for any harm or damages suffered by you or any third party in connection with any trial or beta services.
3. USE OF THE SERVICE
3.1 SAFETY FIRST. Nutralete cares about your safety. Please be responsible and use your best judgment and common sense. Our Services and any and all contents, information and Products contained on the Website on the Nutralete MacroTracker, including but not limited to nutritional information, are being provided solely for informational purposes. In addition, our Services and/or the Third Party Product(s) are not monitored and/or controlled in any way by medical professionals.
3.2 MEDICAL CONSENT. You should consult with your healthcare provider(s) and consider the associated risks before using our Services and/or Product(s) in connection with any physical activity, wellness or other fitness program. By using our Services and/or Product(s) , you agree, represent and warrant that you have received consent from your physician to implement any and all contents and/or information made available to you in connection with the Services and/or Product(s) . If you choose to implement any and all contents and/or information made available to you in connection with the Services and/or Product(s) , you do so of your own free will and accord, knowingly and voluntarily assuming all risks associated with such activities. Contents and/or information promoted by the Services and/or Product(s) may pose risks even to those who are currently in good health.
3.3 ASSOCIATED RISKS. You expressly agree that the Third Party Products offered on the Website carry certain inherent and significant risks of bodily injury or death and that you voluntarily assume all known and unknown risks associated with these Products, even if caused in whole or part by the action, inaction, or negligence of Nutralete or by the action, inaction, or negligence of others.
3.4 EXCLUSION OF RESPONSIBILITY AND LIABILITY. Except as otherwise set out in these Terms, and to the maximum extent permitted by applicable law, we are not responsible or liable, either directly or indirectly, for any injuries or damages that are sustained your use of, or inability to use, any Services, features of the Services and/or Product(s), even if caused in whole or part by the action, inaction or negligence of Nutralete or by the action, inaction or negligence of others. To the maximum extent permitted by applicable law, you also expressly agree that we do not assume responsibility for any Third-Party Product or content that utilizes or is promoted by or accessed via the Services.
3.5 NON MEDICAL ADVICE. We aim to provide useful general information, not professional medical advice. The Services are not medical devices, and the data provided by them is not intended to be utilized for medical purposes and is not intended to diagnose, treat, cure or prevent any disease, ailment or injury. To the maximum extent permitted by applicable law, you expressly agree that we are not providing medical advice via the Services. All Content and Products provided through the Services, whether provided by us or by third parties (even if they are claiming to be a doctor!) is not intended to be and should not be used in place of (a) the advice of your physician or other professionals, (b) a visit, call or consultation with your physician or other medical professionals, or (c) information contained on or in any product packaging or label. We are not responsible for any health problems that may result from the Services and/or Product(s) . Should you have any health related questions, please call or see your physician or other healthcare provider promptly. If you have an emergency, call your physician or your local emergency services immediately. Your use of the Services and/or Product(s) does not constitute or create a doctor-patient, therapist-patient or other healthcare professional relationship between Nutralete or the Fitness Coach and you.
4. FEES AND PAYMENTS
4.1 PURCHASE FEE. In order to access the Nutralete app and use a Product, you agree and authorize us to bill you for a one time purchase as per the price displayed on the Website at the time of purchase.
4.2 PAYMENT TERMS. All payment obligations under this Agreement are non-cancelable. At Nutralete's sole discretion, refunds or credits may be granted as a result of specific refund guarantee promotions, or to correct any errors made by Nutralete.
4.3 PAYMENT METHODS. When you sign up with Nutralete, you will be asked to provide customary billing information such as name, billing address, and financial instrument information either to Nutralete or its third-party payment processor(s). You must provide accurate, current, and complete information when providing a Payment Method or Pay-out Method, and it is your obligation to keep your Payment Method and Pay-out Method up-to-date at all times. To verify your Pay-out Method, Airbnb Payments may send one or more payments of nominal amounts to your Pay-out Method. We may, and retain the right to, initiate refunds of these amounts from your Pay-out Method. You are solely responsible for the accuracy and completeness of your Payment Method and Pay-out Method information. Nutralete is not responsible for any loss suffered by you as a result of incorrect Payment Method or Pay-out Method information provided by you.
4.4 THIRD PARTY PAYMENT SERVICE PROVIDERS. Please note that Payment Methods and Pay-out Methods may involve the use of third-party payment service providers. These service providers may charge you additional fees when processing payments and Pay-outs in connection with the Payment Services (including deducting charges from the Pay-out amount), and Nutralete is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method or Pay-out Method may also be subject to additional terms and conditions imposed by the applicable third-party payment service provider.
4.5 DATA STORAGE. You authorize Nutralete to store your Payment and Pay-out Method information and utilize those as outlined in this Agreement. If your Payment or Pay-out Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partner or your bank and update your Payment Method on file in your Nutralete account.
4.5 CHANGES IN PRICES AND PAYMENT TERMS. Nutralete reserves the right to modify Prices and Payments Terms at any time in accordance with this provision.
4.6 PAYMENT ERRORS. If you believe a payment has been processed in error, you must provide written notice to Nutralete within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute. If notice is not received by Nutralete within such thirty (30) day period, the payment will be deemed final.
4.7 TAXES . Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with transactions under this Agreement. If Nutralete is legally required to pay or collect any Taxes on your behalf, Nutralete will invoice you and you will pay the invoiced amount. For clarity, Nutralete will be solely responsible for taxes assessed on Nutralete based on its income.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 NUTRALETE INTELLECTUAL PROPERTY. Nutralete owns all right, title and interest in and to the Services, the Nutralete Data and Aggregated Data, including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under this Agreement, Nutralete reserves all rights, title and interest in and to the Services, the Nutralete Data and Aggregated Data, including, without limitation, all related intellectual property rights. Nutralete’s marks, Logos, product and service names, including, without limitation, Nutralete and Nutralete MacroTracker, are owned by Nutralete.
5.2 LICENCE GRANT TO YOU. Subject to your compliance with these Terms, Nutralete grants to you a limited license to access and use the Services and/or Product(s) during the term of these Agreement solely for your own personal, non-commercial purposes. This license is personal to you and may not be assigned or sublicensed to anyone else. You will not: (a) modify, copy or create any derivative works based on the Services and/or Product(s) ; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services and/or Product(s) available to any third party; (c) reverse engineer or decompile any portion of the Services and/or Product(s) , including but not limited to, any software utilized by Nutralete in the provision of the Services; (d) access or use (or allow a third party to access or use) the Services and/or Product(s) for competitive analysis or to build any competing products or services; (e) copy any features, functions, integrations, interfaces or graphics of the Services; or (f) otherwise use or exploit the Services and/or Product(s) in any manner not expressly permitted by this Agreement.
We welcome your comments, feedback, suggestions, and other communications regarding the Site, Service, and/or Product(s) (collectively, "Feedback"). While you are not obligated to provide Feedback, in the event that you provide Feedback, you grant to Nutralete a worldwide, non-exclusive, transferrable, assignable, sub-licensable, perpetual, irrevocable, royalty-free license to copy, distribute, create derivative works of, publicly display and perform and otherwise exploit the Feedback and to use, make, have made, sell, offer for sale, import and export products and services based on such Feedback. For this reason, we ask that you not send Nutralete any Feedback that you do not wish to license to us as set forth above.
5.3 LICENCE GRANT TO NUTRALETE. You hereby grant to Nutralete, perpetual, irrevocable, transferable, sublicensable, royalty-free license (a) to modify, copy, distribute and incorporate into the Services and/or Product(s) (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided relating to the Services or Nutralete’s business.
6. DATA OWNERSHIP AND USE
6.1 YOUR DATA. As between you and Nutralete, you own all right, title and interest in Your Data. You hereby grant to Nutralete a nonexclusive, worldwide, assignable, sublicensable, fully paid-up and royalty-free license and right to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use Your Data for the purposes of providing, improving and developing Nutralete’s products and services and/or complementary products and services of our partners. You represent and warrant to Nutralete that you have all rights necessary to grant the licenses in this Section 6.1, and that your provision of Your Data through and in connection with the Services does not violate any applicable laws or rights of any third party.
6.2 YOUR DATA. Notwithstanding Section 6.1, all right, title and interest in any data or information collected by Nutralete independently and without access to, reference to or use of any of Your Data, including, without limitation, any data or information Nutralete obtains about End Users through the Website and Nutralete MacroTracker (whether the same as Your Data or otherwise), will be solely owned by Nutralete (collectively, “Nutralete Data”).
6.3 AGGREGATED DATA. Nutralete will own all Aggregated Data. You agree that nothing in this Agreement will prohibit Nutralete from utilizing Aggregated Data for any purpose, provided such Aggregated Data does not reveal any personally identifying information about you or any End Users.
6.5 PROTECTION AND SECURITY. During the Subscription Term, Nutralete will maintain administrative, physical and technical safeguards designed for the protection and integrity of Your Data. Nutralete will maintain PCI DSS compliance for the portions of the Services that store and process Cardholder Data.
6.6 UNAUTHORIZED DISCLOSURE. If either Party believes that there has been a disclosure of Your Data in a manner not authorized under this Agreement, such Party will promptly notify the other Party. Additionally, each Party will reasonably assist the other Party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted by such unauthorized disclosure.
6.7 DATA-RELATED DISPUTES. You are solely responsible for resolving disputes regarding ownership or access to Your Data, including those involving any current or former owners, co-owners, employees or contractors of your business. You acknowledge and agree that Nutralete has no obligation whatsoever to resolve or intervene in such disputes.
7. CONFIDENTIAL INFORMATION
A Party will not disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party's prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section 6 will restrict Nutralete with respect to Nutralete Data or Aggregated Data.
8. TERMINATION & SUSPENSION
8.1 TERMINATION TERMS. Nutralete may terminate this Agreement, effective immediately upon notice to you, if you are in material breach of this Agreement. In the event of a termination pursuant to this Section 8.1. In no event will any termination relieve you of your obligation to pay any fees payable to Nutralete for the period prior to the effective date of termination.
8.2 RIGHTS ON TERMINATION OR EXPIRATION. Upon termination or expiration of this Agreement you will have no rights to continue use of the Services and/or Product(s) and will cease accessing and/or using the Services and/or Product(s). Your profile will be removed from the website and the Product(s) you have purchased and/or in use will be no longer accessible. Nutralete will have no obligation to retain or forward any data to you or any third party, except as required by applicable law. Upon request by you within thirty (30) days following termination of this Agreement, Nutralete will make Your Data available to you through Nutralete’s standard web services for a period of up to thirty (30) days after receipt of such notice. After such thirty (30) day period, Nutralete will have no obligation to retain or provide Your Data, except as required by applicable law. If at any time during the Subscription Term you require Nutralete’s assistance in retrieving Your Data, additional fees may apply.
8.3 RIGHTS TO TERMINATE OR SUSPEND THE SERVICE. We may suspend or terminate the Services (or any portion thereof) or a product at any time without notice if we believe (a) that any activity or use of Services in connection with your account violates this Agreement, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to Nutralete or any third party or end users, or (b) that we are required to do so by law.
9. WARRANTIES & DISCLAIMER
9.1 ACCURACY OF YOUR INFORMATION. You may browse the Site without registering, but as a condition to using certain aspects of the Service and/or Product(s) , you are required to register with Nutralete and agree that you will provide Nutralete with accurate and complete registration information (including an email address and a password you will use to access the Service) and keep your registration information accurate and up-to-date. Failure to do so is a breach of these Terms, which may result in immediate termination of your Nutralete account. You agree to refrain from using a username that is the name of another person other than you or selecting a username that is not lawfully available to use, or violates any trademark or copyright. Usernames that are vulgar, obscene, or offensive will violate the terms of this Agreement and result in Account termination.
You agree to complete a User profile (“Profile”) which you expressly consent to be shown and displayed to Coaches and Users and the public at large unless you change your privacy settings. You represent and warrant that the information you provide to us and other Users of the Services are true, accurate, complete, and will be updated regularly. Any false or misleading Profile information is subject to removal and Account cancellation at the sole discretion of Nutralete.
9.2 CONTENT. Nutralete does not make any guarantees about the accuracy, currency, reliability, suitability, effectiveness, quality or correct use of the Product(s) displayed and/or purchased, including without limitation any fitness or health tracking data, nutritional data or other data. You acknowledge and agree that Nutralete expressly disclaims any and all liability in connection therewith.
9.3 WARRANTY OF FUNCTIONALITY. Nutralete warrants to you that during a Subscription Term: (a) the subscribed Software Service will perform materially in accordance with the functionality described in the Documentation applicable to such Software Service; and (b) such functionality will not be materially decreased. Your sole and exclusive remedy for a breach of this warranty will be that Nutralete will use commercially reasonable efforts to modify the applicable Services to achieve the functionality described above. If Nutralete is unable to restore such functionality, you may terminate the Agreement by providing written notice to Nutralete, and you will be entitled to receive a pro-rata refund of any pre-paid fees. Nutralete will have no obligation with respect to a warranty claim under this Section 9.3 unless notified by you in writing no later than thirty (30) days after the first instance of any material functionality problem. This warranty will only apply if the applicable subscribed Services have been utilized in accordance with this Agreement and applicable laws. For clarity, this warranty will not apply to any trial or beta services.
This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.
9.4 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.3 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUTRALETE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND/OR RELATED DOCUMENTATION. NUTRALETE DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, TIMELY, ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS PROVIDED IN SECTION 9.3, THE SERVICES AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SOLELY FOR YOUR USE IN ACCORDANCE WITH THIS AGREEMENT. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH NUTRALETE AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “NUTRALETE PARTIES”).
You agree to indemnify, defend, and hold harmless the Nutralete Parties from and against any and all third party claims alleged or asserted against any of them, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising from or relating to: (a) any actual or alleged breach by you, an Affiliate or End User of any provisions of this Agreement; (b) any access to or use of the Services by you, an Affiliate or End User; (c) any actual or alleged violation by you, an Affiliate or End User of the intellectual property, privacy or other rights of a third party; and (d) any dispute between you and another party regarding ownership of or access to Your Data.
11. LIMITATIONS & EXCLUSIONS OF LIABILITY
NUTRALETE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY THE TRANSMISSION OF CARDHOLDER DATA PRIOR TO ITS ENCRYPTION AND RECEIPT BY SERVER(S) OWNED OR CONTROLLED BY NUTRALETE. THE EXCLUDED DAMAGES WILL INCLUDE, WITHOUT LIMITATION, DAMAGES RESULTING FROM FRAUD, EMBEZZLEMENT, THEFT, IDENTITY THEFT, OR INVASION OF PRIVACY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE NUTRALETE PARTIES’ AGGREGATE LIABILITY, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE INCIDENT. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) APPLY WITH RESPECT TO BOTH MINDBODY AND THE MINDBODY PARTIES.
IN NO EVENT WILL ANY NUTRALETE PARTIES HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, DATA OR OPPORTUNITIES, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THIRD PARTY OFFERINGS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF MINDBODY, ITS LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
12. INTELLECTUAL PROPERTY POLICY
Nutralete respects the intellectual property rights of others and will investigate and respond to notices of alleged infringement. Any data or information submitted to the Services is subject to our Intellectual Property Policy.
13.1 JURISDICTION. This Policy shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.
13.1 MANDATORY INFORMAL DISPUTE RESOLUTION. If you have any dispute with Nutralete arising out of or relating to this Agreement, you agree to notify Nutralete in writing with a brief, written description of the dispute and your contact information, and Nutralete will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.
13.2 ARBITRATION AGREEMENT.
13.3 NUTRALETE ENTITY. Nutralete, Ltd., a private limited company registered in England and Wales
13.4 ENTIRE AGREEMENT. This Agreement, together with and any terms and policies that are incorporated into this Agreement by reference (including by reference to a URL), constitute the entire agreement and supersede any prior agreements between you and Nutralete with respect to the subject matter hereof. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals or representations, written or oral, between Nutralete, on the one hand, and you or any Affiliate, on the other hand.
13.5 WAIVER AND SEVERABILITY. No waiver of any provision of this Agreement by Nutralete will be effective unless in writing and signed by Nutralete. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
13.6 ASSIGNMENT. You may not assign, delegate or transfer this Agreement in whole or in part, without Nutralete’s prior written consent. Nutralete may assign, transfer or sublicense any or all of Nutralete’s rights or obligations under this Agreement without restriction.
13.7. DATA USAGE & CHARGES. The Services may use information and data transmission networks operated by third-parties to send data, information and Content from a computer or device to the Vendor’s servers, and to serve data, information and Content back to such computer or device. Depending on your wired or wireless data or similar plan with such third-party operators, you may incur charges from such third-party operators for use of its information and data transmission networks. You are solely responsible for any and all costs, including without limitation wireless and cellular data costs, you may incur as a result of the usage of the Services and/or as a result of data, information and Content submitted or received by your computer or device through the Services.
13.8 NOTICES. Any notices provided by Nutralete under this Agreement may be delivered to you within the Services or to the email address(es) we have on file for your account. You hereby consent to receive notice from Nutralete through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to Nutralete under this Agreement must be delivered via first class registered mail to Nutralete, Ltd., Attn: Nutralete customer support, Unit 11 Worton Court Worton Hall Ind Estate, Worton Road, Isleworth, Middlesex, United Kingdom, TW76ER.
13.9 FORCE MAJEURE. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labour problems (other than those involving Nutralete’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
13.10 ELECTRONIC COMMUNICATIONS, CONTRACTING AND SIGNATURE. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
13.11 RELATIONSHIP OF THE PARTIES. Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Nutralete.