TERMS AND CONDITIONS OF USE
These Terms and Conditions of Use (the “Agreement”) governs your use of the EDG Nutrition LLC (the “Company”, “We”, “Us”, or “Our”) website (including all related documentation, the “Website”) together with the services provided through the Website (the “Services”). The Website is licensed, not sold, to you.
BY USING ANY PORTION OF THE WEBSITE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE WEBSITE.
License Grant to Use the Website
Subject to the terms of this Agreement, the Company grants you a limited, non-exclusive, and nontransferable license to use the Website for your personal, non-commercial use strictly in accordance with the Website’s documentation.
License to Use the Website Restrictions
You shall not:
- copy the Website, except as expressly permitted by this license;
- modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Website;
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Website or any part thereof;
- remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Website, including any copy thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Website, or any features or functionality of the Website, to any third party for any reason;
- remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Website; or
- any other similar action undertaken that infringes upon the Company’s intellectual property, as determined by the Company in its sole discretion.
Reservation of Rights
You acknowledge and agree that the Website is provided under license, and not sold, to you. You do not acquire any ownership interest in the Website under this Agreement, or any other rights thereto other than to use the Website in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. The Company reserves and shall retain its entire right, title, and interest in and to the Website, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
License to Use Your User Content
Subject to the terms of this Agreement, you grant to the Company a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute any material that you submit to this website, for whatever purpose (the “User Content”) in any existing or future media. You also grant to the Company the right to sub-license these rights and the right to bring an action for infringement of these rights. Your User Content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action, whether against you, the Company, or a third party (in each case under any applicable law). You must not submit any User Content to the website that is, or has ever been, the subject of any threatened or actual legal proceedings or other similar complaint. The Company reserves the right to edit or remove any material submitted to this website, or stored on the Company’s servers, or hosted or published upon this Website. Notwithstanding the Company’s rights under these terms and conditions in relation to user content, the Company does not undertake to monitor the submission of such content to, or the publication of such content on, this Website.
Collection and Use of Your Information
You acknowledge that when you use the Website, the Company may use automatic means (including, for example, cookies and web beacons) to collect information about your use of the Website. You also may be required to provide certain information about yourself as a condition to using the Website or certain of its features or functionality, and the Website may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Website is subject to our Privacy Policy, located at Privacy Policy. By using and providing information to or through this Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Geographic Restrictions
The Services are based in the state of Ohio in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you are responsible for compliance with local laws.
Updates
The Company may from time to time in its sole discretion develop and provide Website updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Website and be subject to all terms and conditions of this Agreement.
Third-Party Materials
The Website may display, include, or make available third-party content (including data, information, websites, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
Disclaimer of Warranties
THE WEBSITE IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE WEBSITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, WEBSITES, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
THE COMPANY DOES NOT, AND THE SERVICES ARE NOT INTENDED TO, PROVIDE ADVICE OF ANY KIND, INCLUDING MEDICAL OR OTHERWISE. INFORMATION AVAILABLE ON THIS WEBSITE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT MEANT TO SUBSTITUTE ADVICE PROVIDED BY A MEDICAL PROFESSIONAL. IF YOU REQUIRE ADVICE IN RELATION TO ANY MEDICAL MATTER, YOU SHOULD CONSULT AN APPROPRIATE MEDICAL PROFESSIONAL. ALWAYS READ AND FOLLOW THE INSTRUCTIONS FULLY BEFORE TAKING A SUPPLEMENT.
ALWAYS READ THE WARNING LABEL ON PRODUCT PACKAGING BEFORE TAKING A SUPPLEMENT.
WARNING: SOME PRODUCTS CAN EXPOSE YOU TO CHEMICALS, INCLUDING LEAD, WHICH IS KNOWN TO THE STATE OF CALIFORNIA TO CAUSE BIRTH DEFECTS OR OTHER REPRODUCTIVE HARM. FOR MORE INFORMATION, PLEASE VISIT WWW.P65WARNINGS.CA.GOV.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE WEBSITE OR THE SERVICES FOR:
- PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
- DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR USE OF THE WEBSITE.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
Breaches of The Agreement
Without prejudice to the Company’s other rights under these terms and conditions, if you breach these terms and conditions in any way, the Company may take such action as the Company deems appropriate to deal with such breach, including, but not limited to, suspending your access to the Website, prohibiting you from accessing the Website, blocking computers using your IP address from accessing the Website, contacting your internet service provider to request that they block your access to the Website, and/or bringing court proceedings against you.
Indemnification
You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Website or your breach of this Agreement, including but not limited to the content you submit or make available through this Website.
Export Regulation
The Website may be subject to United States export control laws, including the United States Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Website to, or make the Website accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Website available outside the United States.
Severability
This Agreement and the rights and liabilities of the parties hereunder shall be governed by and determined in accordance with the laws of the State of Ohio. If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect.
Governing Law
This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule.
Dispute Resolution
You agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to any transaction conducted on or use of the Website or the breach, enforcement, interpretation, or validity of the Policies or any part of it (a “Dispute”), the party asserting the Dispute shall, prior to commencing any action, first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party fifteen (15) days in which to respond to or settle the Dispute. Notice to you shall be sent to your last known billing address and/or the address in your online profile. Notices to the Company shall be sent to [NOTICE ADDRESS]. You agree that this dispute resolution procedure is a condition precedent, which must be satisfied prior to initiating any litigation or filing any claim against the other party. Subject to the foregoing, you agree that in the event a Dispute is not resolved as set forth above, any and all claims and disputes within the scope of the Policies or related to the Website must be arbitrated on an individual basis and not on a class action basis. Accordingly, claims of more than one customer or user cannot be arbitrated jointly or consolidated with those of any other customer or user. Such binding arbitration is to take place in the federal courts of the United States or the courts of the State of Ohio in each case located in Cleveland and Cuyahoga County in accordance with the rules of the American Arbitration Association (the “AAA”). The arbitrator’s authority to resolve and make written awards is limited to claims between you and us alone. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. The arbitrator will decide the rights and liabilities, if any, of you and the Company and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual or entity under applicable law, the AAA rules, and the Policies. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company. Under no circumstances will you be permitted to obtain awards for, and each user hereby waives all rights to claim punitive, incidental, or consequential damages, any other damages other than actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement, or the rights and obligations of users and us in connection with the Policies, shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Ohio. If any of these terms of use are found unlawful, void, or for any reason unenforceable, then that provision will be considered severable from the remaining provisions of this Agreement and will not affect the validity and enforceability of the remaining provisions. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Limitation of Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Entire Agreement
This Agreement and our Privacy Policy constitute the entire agreement between you and Company with respect to the Website and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Website.
Amendment
The Company may revise the terms set forth under this Agreement from time-to-time. Revised terms will apply to the use of this Website from the date of the publication of the revised Agreement on this Website. Please check this page regularly to ensure you are familiar with the current version of this Agreement.
Assignment
The Company may transfer, sub-contract, or otherwise deal with the Company’s rights and/or obligations under this Agreement without notifying you or obtaining your consent. You may not transfer, sub-contract, or otherwise deal with your rights and/or obligations under this Agreement under any circumstances.
Waiver
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.