Effective as of November 24, 2020
- LICENSE GRANT. This TOU provides to an individual (person) user (identified herein as “you” or “user” or with “your”) a personal, revocable, limited, non-exclusive, nontransferable, and (limited) non-sublicensable license to use the Site. If you use the Site on behalf of an entity (employer), then “you” includes you and such entity, and you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this TOU, and that you agree to this TOU on the entity’s behalf.
- LICENSE GRANT RESTRICTIONS. This TOU provides only a license and not an assignment or sale. L-Nutra transfers no ownership or intellectual property interest or title in and to the Site to you or anyone else. Further, L-Nutra reserves all rights not expressly granted by this TOU. Accordingly, you may not modify, translate, decompile, reverse engineer, create derivative work(s) of, copy, distribute, disassemble, broadcast, film, transmit, display, publish, remove, or alter any proprietary notices or labels, license, sublicense, permit use by any (other) person or entity, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein (or by L-Nutra) of the Site (including any video or screen image thereof). In addition, you shall not enter into any contractual relationship or other legally binding obligation with any third party or person which shall have the purpose or effect of encumbering L-Nutra or the use of the Site (or any part thereof).
- USER OBLIGATIONS. You agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Site. By accessing or using the Site, you represent that you are at least eighteen (18) years of age (or the legal age of majority, whichever is greater) and will, at all times, provide lawful, true, accurate, current, and complete information when submitting information or materials to or through the Site, including, without limitation, when you provide information via registration or submission form or when you place an order. Individuals under the age of eighteen (18) (or the applicable age of majority) may utilize the Site only with the involvement and acceptance of (this TOU by) their parent or legal guardian and then solely under such parent or legal guardian’s account. You also represent that you will, at all times, provide true, accurate, current, and complete information when submitting information or materials on or through the Site. You further acknowledge and agree that use of the Internet and the Site is solely at your own risk. You represent and warrant that you have the legal right to use any credit card(s) or other payment method(s) utilized in connection with any purchase on the Site. Verification of information may be required prior to the acknowledgment or completion of any purchase.
- PURCHASES. Please be aware that prices for any Product(s) (defined below) shall be set at the time of order placement and that your total price will include the price of the Product(s) plus any applicable tax(es), including applicable state or local sales taxes.
- ACCOUNT. You may be required to register to use the Site and establish an account for access to the Site generally. As designated, each registration is either for a single individual person or entity (and such entity’s employees), unless otherwise expressly agreed upon by L-Nutra. Registration for access to and use of the Site may also require certain access credentials, such as a username or password, or adherence to other particular access requirements as designated by L-Nutra in its sole discretion from time to time. You hereby agree to consider the information associated with your account and its respective access credentials as confidential information. You shall use no less than reasonable effort to maintain the confidentiality of such information and agree not to disclose such information to any third party without the prior express written consent of L-Nutra, which may be withheld in its sole discretion. In addition, you agree to assume all responsibility concerning your use of the Site, including being held responsible for any and all activity occurring through your username and password (and the related account access). Entities, in particular, acknowledge and agree that any use occurring through the username and password (and related account access) shall be the responsibility of such entity. You are therefore responsible for the actions or omissions of any individual utilizing your account and agree to cooperate with L-Nutra with respect to ensuring adherence to this TOU. You shall immediately notify L-Nutra if you suspect or become aware of any loss or theft of your password or any unauthorized use of your username and/or password.
- FEEDBACK. L-Nutra further welcomes your feedback and suggestions about the Site or the Product(s). By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to L-Nutra, you represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to L-Nutra and enable L-Nutra to use such Feedback. In addition, any Feedback received by L-Nutra will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right, and license from you for L-Nutra to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed, for the full term of any rights that may exist therein, and you hereby waive any claim to the contrary.
- PROPRIETARY RIGHTS. The Site is owned by L-Nutra, Inc. and/or its licensor(s). © 2018–2020 L-Nutra, Inc. and/or its licensor(s). All rights reserved. L-Nutra, ProLon®, Fast Bar® and their respective logos, and all other names, logos, and icons identifying L-Nutra and its solutions, products, and services are proprietary trademarks of L-Nutra, and any use of such marks without the express written permission of L-Nutra is strictly prohibited. Other services, products, or company names mentioned or displayed may be the trademarks and/or service marks of their respective owners.
- LINKS TO OTHER SITES. The Site may connect to certain third-party websites, advertisements, or online networks (collectively, “Third-Party Sites”). All Third-Party Sites are owned, controlled, and/or maintained solely by third parties over whom L-Nutra exercises no control. These links do not imply an endorsement with respect to any Third-Party Site(s) or the information, products, or services provided by any Third-Party Site(s). L-Nutra encourages review of the applicable terms, conditions, or notices governing use of these Third-Party Sites. Your correspondence or any other dealings (including any transactions) with third parties found through any Third-Party Site(s) is solely between you and such third party.
- USE OF THE PRODUCT(S). You understand that L-Nutra’s products (“Product(s)”), including ProLon® and Fast Bar®, are marketed as a conventional food and not approved by the U.S. Food and Drug Administration for the prevention, diagnosis, treatment, or cure of any disease or condition. L-NUTRA HEREBY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCT(S), INCLUDING FITNESS FOR A PARTICULAR PURPOSE. You acknowledge and agree that the Product(s) should not be relied upon as a prevention, diagnosis, treatment, or cure for any disease or medical condition. You warrant that you have obtained medical clearance from a licensed physician or other qualified health care professional to use the Product(s).
- DISCLAIMER. THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ALSO ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE STATE LAW IMPLEMENTATION OF THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (INCLUDING ANY AVAILABLE REMEDIES OR LAWS) SHALL NOT APPLY TO THIS TOU AND IS HEREBY DISCLAIMED. L-NUTRA ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL OPERATE UNINTERRUPTED OR IN A MANNER THAT WILL MEET YOUR PARTICULAR REQUIREMENTS AND/OR NEEDS. L-NUTRA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. L-NUTRA ALSO DISCLAIMS ANY RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION AND/OR THE QUALITY OF THE INFORMATION, PRODUCTS, OR SERVICES PROVIDED BY, OR AVAILABLE THROUGH, THE SITE.
- LIMITATION OF LIABILITY. YOU EXPRESSLY ABSOLVE AND RELEASE L-NUTRA FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND L-NUTRA’S CONTROL. MOREOVER, IN NO EVENT SHALL L-NUTRA BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE OR THE PRODUCT(S) ORDERED THEREFROM. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF L-NUTRA FOR BREACH OF THIS TOU IS CESSATION OF USE OF THE SITE, AND FOR ANY OTHER REASON RELATED TO YOUR USE OF THE SITE WHATSOEVER. THE TOTAL LIABILITY OF L-NUTRA IS LIMITED TO AN AMOUNT NOT EXCEEDING THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO L-NUTRA DURING THE PRIOR SIX (6) MONTHS IN CONNECTION WITH YOUR INDIVIDUAL USE OF THE SITE. THE LIMITATIONS SET FORTH HEREIN ARE PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND L-NUTRA AND SHALL APPLY TO ALL CLAIMS OF LIABILITY.
- INDEMNITY. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless L-Nutra and its subsidiaries, and their respective directors, officers, board members, employees, agents, successors, and assigns (“Indemnitees”), from and against any and all third-party claims made against L-Nutra or such Indemnitees and the associated damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to all legal fees and expenses) arising or resulting from your violation(s) of this TOU.
- ARBITRATION. Subject to the right of L-Nutra to seek injunctive relief, you agree that all disputes between you and L-Nutra (whether or not such dispute involves a third party) with regard to your use of the Site or the ordering of any Product(s) therefrom, will be resolved by binding, individual arbitration. Without limiting L-Nutra’s right to seek injunctive or other equitable relief (as set forth below), any disputes arising with respect to this TOU between you and L-Nutra (“parties”) shall be referred to an arbitrator affiliated with the Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. Arbitration shall be conducted under the rules then prevailing of JAMS/ENDISPUTE Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The arbitrators’ award shall be binding and may be entered as a judgment in any court of competent jurisdiction. The arbitration proceeding shall be carried on and heard in the State of California using the English language. In any action or proceeding to enforce rights under this TOU, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees from the other party. You may bring claims only on your own behalf. Neither you nor L-Nutra will participate in a class-wide arbitration for any claims covered by this TOU. This dispute resolution provision will be governed by the Federal Arbitration Act.
- GOVERNING LAW. The Site is controlled and operated by L-Nutra from its offices within the United States. Use of the Site constitutes agreement to enter into transactions electronically. This TOU has been made in, and will be construed and enforced in accordance with, the laws of the State of California, as applied to agreements entered into and completely performed in the State of California. A printed version of this TOU, and of any related notice given in electronic form, shall be admissible in judicial or administrative proceedings based upon or relating to this TOU, to the same extent as other documents and records originally generated and maintained in printed form. Please print a copy of this TOU or contact L-Nutra if you wish to receive a printed copy of this TOU.
- ENFORCING SECURITY. You may not use the Site or any of L-Nutra’s data, systems, networks, or services to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including, without limitation, accessing or using L-Nutra’s data, systems, or networks in an unauthorized manner, attempting to probe, scan, or test the vulnerability of a L-Nutra system or network, circumventing any L-Nutra security or authentication measures, monitoring L-Nutra data or traffic, interfering with any L-Nutra services, collecting or using from the Site email addresses, usernames, or other identifiers, collecting or using from the Site information without the consent of the owner or licensor, using any false, misleading, or deceptive account or header information, using the Site to distribute software or tools that gather information, distributing advertisements, or engaging in conduct that is likely to result in retaliation against L-Nutra or its data, systems, or network. Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. L-Nutra reserves the right to view, monitor, and record activity on the Site (including through your account) without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Site, as well as to disclosures required by, or under applicable law, or related government agency actions. L-Nutra will also comply with all court orders or subpoenas involving requests for such information. In addition to the foregoing, L-Nutra reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt operation or access to the Site, or any portion of the Site in order to protect the Site or L-Nutra.
- INJUNCTIVE RELIEF. Notwithstanding the arbitration provision above, you acknowledge that any breach, threatened or actual, of this TOU, including, without limitation, with respect to unauthorized use of L-Nutra proprietary assets, will cause irreparable injury to L-Nutra. Such injury would not be quantifiable in monetary damages and L-Nutra would not have an adequate remedy at law. You therefore agree that L-Nutra shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU. Accordingly, you hereby waive any requirement that L-Nutra post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to L-Nutra to enforce any provision of this TOU.
- TERM AND TERMINATION. This TOU will take (re-take) effect at the time you accept, download, or begin using the Site or order any Product(s), whichever is earliest. This TOU will terminate automatically if: (i) you fail to comply with any of its terms; or (ii) cease all use of the Site. Termination in such event(s) will be effective without notice. In addition, L-Nutra may in its sole discretion terminate this TOU or suspend the Site’s performance upon notice to you for any reason. Upon termination of this TOU, any and all right(s) to use the Site shall immediately cease and you must promptly delete or destroy all copies of the Site in your possession or control. The provisions concerning License Grant Restrictions, the Feedback, L-Nutra’s Proprietary Rights, Disclaimer, Limitation of Liability, Arbitration, Governing Law, Indemnity, Enforcing Security, Injunctive Relief, Waiver and Severability, and Entire Agreement will survive the termination of this TOU for any reason.
- WAIVER AND SEVERABILITY. Failure to insist on strict performance of any of this TOU will not operate as a waiver of any subsequent default or failure of performance. No waiver by L-Nutra of any right under this TOU will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of this TOU is determined to be invalid or unenforceable pursuant to applicable law, including, without limitation, the license grant, warranty disclaimer, or liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this TOU shall continue in effect.
- ENTIRE AGREEMENT. You and L-Nutra are independent contractors. No joint venture, partnership, employment, or agency relationship exists between you and L-Nutra as a result of this TOU or your utilization of the Site. This TOU represents the entire agreement between you and L-Nutra with respect to your individual use of the Site. This TOU may not be assigned, transferred, conveyed, delegated, or granted by you to another party or person without the prior written consent of L-Nutra. Please note that L-Nutra reserves the right to change this TOU (under and by which the Site and its offerings are extended to you) by posting online a revised TOU (and an accompanying alert) and/or emailing notice thereof to you. In addition, L-Nutra may modify the Site or change the prices of the Products at any time. Your continued use of the Site following any addition, modification, or deletion will be conclusively deemed acceptance of any change to the TOU. Accordingly, please review this TOU on a periodic basis.
- CONTACT INFORMATION. If you have questions regarding the Site or if you are interested in obtaining more information concerning L-Nutra or its products, please contact L-Nutra, email@example.com.