as of October 8, 2019
THIS USER AGREEMENT (“AGREEMENT”) IS BETWEEN SUPLEMENTPASS, LLC (“COMPANY”) AND YOU (“YOU”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY OR OTHER ENTITY AND THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY OR OTHER ENTITY. BY CLICKING ON THE “ACCEPT” BUTTON AND/OR USING COMPANY’S SOFTWARE, USING COMPANY’S APP, OR BY CONTINUING TO BROWSE COMPANY’S WEBSITE AFTER BEING AWARE OF THE EXISTENCE OF THESE TERMS OF SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, ARE CAPABLE OF BEING BOUND BY THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, COMPANY IS UNWILLING TO LICENSE THE SOFTWARE (AS DEFINED BELOW) TO YOU, COMPANY IS UNWILLING TO ALLOW YOUR CONTINUED USE OF THE WEBSITE, AND YOU MUST CLICK ON THE “DO NOT ACCEPT” BUTTON AND/OR IMMEDIATELY CEASE ALL USE OF THE WEBSITE. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE UPON WHICH YOU CLICK THE “ACCEPT” BUTTON AND/OR CONTINUE BROWSING THE WEBSITE AFTER RECEIVING NOTICE OF THE EXISTENCE OF THIS AGREEMENT. YOUR USE OF THE WEBSITE, APPLICATION, OR OTHER SERVICES, AFTER BECOMING AWARE OF THESE TERMS OF SERVICE SHALL, BY CONTINUING SAID USE, AGREE TO ABIDE BY AND BE BOUND BY THIS AGREEMENT. For the purpose of this Agreement, You and, if applicable, the company or other entity You represent, will be herein referred to as the “Customer”. The Customer and Company may collectively be referred to as the “Parties.”
IMPORTANT NOTE: To the extent that this software may be used to reproduce materials, it is licensed to you only for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce and information you are legally authorized to disclose to company. If you are uncertain about your right to copy or disclose any material, you should contact your legal advisor.
IN ADDITION TO ALL OTHER TERMS OF THIS AGREEMENT, CUSTOMER IS WARNED TO NEVER OPERATE THE SOFTWARE OR ANY OTHER MOBILE APPLICATION USING A WIRELESS OR MOBILE DEVICE WHILE OPERATING A MOVING VEHICLE.
ASK YOUR DOCTOR. The information contained on the website or app is provided for informational purposes only and is not meant to substitute for the advice provided by your doctor or other health care professional. You should not use the information available on or through the Services (including, but not limited to, information that may be provided on the Services by healthcare or nutrition professionals) for diagnosing or treating a health problem or disease or prescribing any medication. Information and statements regarding dietary supplements have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease. You should read carefully all product packaging prior to use. The labels and other ingredient information are approved by the manufacturers of the products. Company cannot warrant nor control the accuracy of content of said products.
Please read the terms carefully before clicking “Accept” or continuing to browse. These services may only be used by individuals over the age of 16. If you have not reached the age of majority in your relevant jurisdiction or are otherwise legally emancipated, your parent or guardian must agree to bind you as your legal representative to this User Agreeement.
- “Account” means the Customer’s personal identifying information through which he or she gains access to the Services provided by the Company
- “Agreement” means this Terms of Service Agreement, as amended from time to time by the Company.
- “Beta Features” means new and/or updated features of the Services, and/or trial periods that Company may choose to offer from time to time.
- “Company” means SUPLEMENTPASS, LLC.
- “Content” means any information that may be generated or encountered by Customer through Customer’s use of the Services, such as data files, device characteristics, written text, ideas, opinions, graphics, photographs, images, sounds, videos, messages and any other like materials provided or made available by or to Customer.
- “Customer” means you, the person agreeing to this Agreement, both on behalf of yourself and on behalf of any entity for which you are acting as an employee or agent.
- “Intellectual Property Rights” means any and all right, title and interest in and to the Software and any and all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing property rights.
- “Mobile Application” means any mobile application created by Company and any and all derivative versions and/or updated versions of such applications.
- “Program” means any Beta Features offered as part of any public beta program.
- “Services” means any and all services, subscriptions, and products provided by Company, whether accessed through the Mobile Application, a website, or any other method of delivery, whether by use of Company website, Mobile Application, other provider applications or through books, notebooks, and other physical medium provided by the Company
- “Software” means any and all graphics, user interface, scripts, code and/or other forms of software used to implement or provide the Services and the Mobile Application, and any software provided to Customer as a part of and/or in connection with the Services and/or Mobile Application. This term also includes, any products or intellectual property created by the software, or otherwise delivered to Customer by Company
- License to Company: Customer grants to Company and its contractors, heirs and assigns, an irrevocable, royalty-free, worldwide license to access, use, modify, and delete any Customer Content. Company is hereby assigned all of Customers rights and title to information or materials that Customer submits for the purpose of improving the functionality of the Services, that are thereafter subsequently integrated into the Services. Furthermore, by submitting, uploading, downloading, and/or maintaining Content with Company, Customer grants Company a worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content and/or materials for any purpose, without any compensation, consideration, or obligation to Customer. Customer agrees that any Content submitted or provided to Company by Customer is Customer’s sole responsibility, shall not infringe upon or violate the rights of any third party, violate any laws, or contribute to infringement or otherwise unlawful conduct. By submitting or providing such Content within the Services, Customer represents and warrants that Customer is the owner of such material and/or has all necessary rights, licenses, and authorization to distribute it and/or utilize it in the way(s) that it is being utilized within the Services.
- License to Company: Transmission of Customer’s Content. It is the Customer’s intention and understanding that, in order to provide the Services and utilize Customer’s Content, Company may transmit Customer’s Content across various public networks, in various media, and modify or change Customer’s Content to comply with technical requirements of connecting networks, physical publishing, devices, and/or computers. Customer agrees that the licenses contained herein permit Company to take any such actions.
- Ownership. As between the Parties, Company owns all Intellectual Property Rights embodied or used in connection with the Services. As between the Parties and subject to the terms and conditions of this Agreement, Company owns all right, title and interest in and to the Customer Content generated by the use of the Software and Services by Customer. There are no implied licenses in this Agreement, and Company reserves all rights not expressly granted under this Agreement.
- No Reverse Engineering. Unless otherwise expressly set forth in this Agreement, Customer will not: (a) modify, translate, or create derivative works of the Software or Services; (b) decompile, reverse engineer, or reverse assemble any portion of the Software or attempt to discover any source code or underlying ideas or algorithms of the Software; (c) sell, assign, sublicense, rent, lease, loan, provide, distribute or otherwise transfer all or any portion of the Software; (d) make, have made, reproduce or copy the Software; (e) remove or alter any trademark, logo, copyright or other proprietary notices associated with the Software; and/or (f) cause or permit any other party to do any of the foregoing.
- Limited Use of Services. Customer agrees to use the Services only for purposes permitted by this Agreement, and only to the extent permitted by any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. If Customer’s use of the Services or other behavior intentionally or unintentionally threatens Company’s ability to provide the Services or other systems to Customer or any third party, Company shall be entitled to take all reasonable steps to protect the Services and Company’s Software and systems, which may include restricting Customer’s access to the Services, in whole or in part. Any violations of the limitations set forth herein may result in termination of Customer’s use of the Mobile Application and/or Services.
- Availability of the Services. The Services, or any feature or part thereof, may not be available in all languages or in all countries, and Company makes no representation that the Services, or any feature or part thereof, are appropriate or available for use in any particular location. To the extent that Customer chooses to access and use the Services, Customer does so at Customer’s own initiative and is responsible for compliance with any and all laws in the applicable jurisdiction.
- Change of Services. Company reserves the right at any time to modify this Agreement and to impose new and/or additional terms or conditions on Customer’s use of the Services. Such modifications and additional terms and conditions will be communicated to Customer and, if accepted, will be effective immediately and will be thereby incorporated into this Agreement. In the event that Customer refuses to accept such changes, Company will have the right to terminate this Agreement and Customer’s Account. Customer agrees that Company shall not be liable to Customer or any third party for any modification or cessation of the Services.
- Use of the Mobile Application or Services. Furthermore, Customer is solely responsible for maintaining the confidentiality and security of the Mobile Application, Services and for all activities that occur on or through Customer’s use of the Mobile Application and Services. Customer agrees to immediately notify Company of any security breach of Customer’s Mobile Application or other Services. Customer further acknowledges and agrees that the Services and Mobile Application are designed and intended for personal use on an individual basis only, and that Customer should not share any information and/or password details with any other individual or entity. Provided that Company has exercised reasonable skill and due care, Company shall not be responsible for any losses arising out of the unauthorized use of such Customer information resulting from Customer’s noncompliance with this or any other provision in this Agreement.
- Use of Customer’s Account. As a registered user of the Services, Customer must establish an Account, which may require Customer to provide Company with a password. Company agrees to not reveal Customer’s Account information publicly. Customer is solely responsible for maintaining the confidentiality and security of Customer’s Account and for all activities that occur on or through Customer’s Account. Customer agrees to immediately notify Company of any security breach of Customer’s Account. Customer further acknowledges and agrees that the Services are designed and intended for personal use on an individual basis only and that Customer should not share Account information and/or password details with any other individual or entity. Provided that Company has exercised reasonable skill and due care, Company shall not be responsible for any losses arising out of the unauthorized use of Customer’s Account resulting from Customer’s noncompliance with this or any other provision in this Agreement. The Parties hereby agree that Company is not obligated or capable of preventing all loss to Customer caused by hacking or malicious third-party code. The Parties hereby agree that illegal acts by third parties are always an intervening cause for the purpose of tort causation analysis.
- Account Authentication Information. In order to use the Services and Mobile Application, Customer must enter Customer’s username and password, and any other required information, to authenticate Customer’s Account. Customer agrees to provide accurate and complete information when Customer registers with, and as Customer uses, the Services and Mobile Application, and Customer agrees to update this information from time to time to keep it accurate and complete. Failure to provide accurate, current and complete information may result in the suspension and/or termination of Customer’s Account. Customer agrees that Company may store and use this information in maintaining and billing fees to Customer’s Account.
- Use of Services. CUSTOMER SHALL USE THE SERVICES SOLELY TO PURCHASE SUPPLEMENTS FROM COMPANY AND RELATED ACTIVITIES OR FOR SUCH USES AS PROMPTED BY THE COMPANY. ANY USE OF THE SOFTWARE, MOBILE APPLICATION OR ANY PART OF THE SERVICES, EXCEPT FOR USE OF THE SERVICES AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND MAY SUBJECT CUSTOMER TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES.
- Trademark Information. Company, Company’s logo(s) trademarks, service marks, graphics, and all other trademarks used in connection with the Services are trademarks or registered trademarks of the Company in the United States and/or other countries. Customer is granted no right or license in any of the aforesaid trademarks, and further agrees that Customer shall not remove, obscure, or alter any proprietary notice(s) (including trademark and copyright notices) that may be affixed to or contained within the Services.
- Use of AI. Customer acknowledges that a substantial portion of the Services may be performed by artificial intelligence (“AI”) with little or no human oversight. Customer accepts the risk that flaws in this program or its learning experience could lead to unexpected results, and Customer further accepts responsibility for any and all damages caused by these irregularities. Customer hereby covenants and agrees to act as a responsible participant in the growth and learning of the AI system and Customer shall at all times attempt to give accurate and productive input to the AI system.
- Products, Content and Specifications. All features, content, specifications, products and prices of products and services described or depicted on the website or app are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. Company makes a reasonable efforts to accurately display the attributes of products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any products or services, at a particular time, does not imply or warrant that these products or services will be available at any other time. Furthermore, It is Your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any item purchased from Company. By placing an order, you represent that the products ordered will be used only in a lawful manner.
- Shipping. When an order is placed, it will be shipped to an address designated by the You as long as that shipping address is compliant with the shipping restrictions allowed by the Services. All purchases from this Company are made pursuant to a shipment contract. As a result, risk of loss and title for items purchased from Company pass to you upon delivery of the items to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments.
- Accuracy of Information. We attempt to ensure that information on the website and app is complete, accurate and current. Despite our efforts, the information may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or currentness of any information regarding the Services. For example, products included in the Services may be unavailable, may have different attributes than those listed, we may make changes in information about price and availability without notice. While it is our practice to confirm orders, order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. We reserve the right, without prior notice, to limit the order quantity on any product or service and/or to refuse service to any customer. We also may require verification of information prior to the acceptance and/or shipment of any order.
- Devices. Use of the Services may require compatible device(s), access to the internet, certain software (fees may apply), and periodic updates. Use of the Services may be affected by the performance of these factors. Company reserves the right to limit the number of Mobile Application licenses granted pursuant to this Agreement that may be used on a device. The latest version of required software may be required for Customer to experience certain features. Customer agrees that meeting these requirements is Customer’s responsibility.
- Account Creation. You understand that you may need to create an account to place orders and to have access to all of the Services. In order to use those restricted portions of the Services, you will: (a) provide true, accurate, current and complete information about Yourself as prompted by registration process or subscription page (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). You are entirely responsible for the security and confidentiality of Your password and account. Furthermore, You are entirely responsible for any and all activities that occur under Your account. You will not share your account information or Your user name and password with any third party or permit any third party to logon to the Services using your account information. You agree to immediately notify us of any unauthorized use of Your account or any other breach of security of which You become aware. You are responsible for taking precautions and providing security measures best suited for Your situation and intended use of the Services. We have the right to provide user billing, account, content, purchase or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide Your personally identifiable information may be able to access your account so you should take reasonable steps to protect this information.
- Ownership. Customer acknowledges and agrees that Company and/or its licensors own all legal right, title and interest in and to the Services and the Software, including any and all Intellectual Property Rights that exist therein, whether registered or not, and wherever in the world they may exist. Customer further agrees that the Services (including the Software or any other part thereof) contain proprietary and confidential information that is protected by applicable intellectual property and other laws, including but not limited to copyright law. Customer agrees that Customer will not use such proprietary information or materials in any way whatsoever except for use of the Services in compliance with this Agreement. Customer understands and accepts that no portion of the Services may be reproduced in any form or by any means, except as necessary to use the Services.
- Content. Customer understands and accepts that all Content is the sole responsibility of the person from whom such Content originated. This means that Customer, and not Company, is solely responsible for any Content that Customer uploads, emails, transmits, stores, posts or otherwise makes available through Customer’s use of the Services. Company does not in any way control the Content, nor does it guarantee the accuracy, integrity or quality of such Content. Customer understands and agrees that Customer’s use of the Services and any Content is solely at Customer’s own risk.
- DMCA. Should the Customer or any other person become aware of copyrighted material improperly uploaded or made available by any user, they should contact our designated DMCA Agent: Ben Morgan at firstname.lastname@example.org with the required information to state a claim for infringement. See Copyright Law: 17 U.S.C 512(c)(3) for more information.
- Promise to Comply with Import and Export Laws. Use of the Services and Software may be subject to the export and import laws of the United States and other countries. Customer agrees to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Software may not be exported or re-exported (a) into any country subject to an embargo by the United States or (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Department of Commerce Denied Person’s List or Entity List. This assurance and commitment shall survive termination of this Agreement. Furthermore, products may not be imported or exported into any country in which the products have not been approved by a required by applicable local laws and regulations that would require such approval.
- Third-Party Suppliers. The Software may include software or other code distributed under license from third-party suppliers. Company disclaims and makes no representation or warranty with respect to the third-party software, code, or any portion thereof and assumes no liability for any claim that may arise with respect to the third-party’s software or other code or Customer’s use or inability to use the same.
- Payments. Customer hereby releases Company from any and all liability for any data or security breach that results in Customer’s personal or payment information being compromised.
- By entering any payment information, Customer warrants that you are an authorized user of the credit card or other method of payment and that the associated information entered, such as account holder name, account number, billing address, etc., is accurate and that Customer authorizes Company to charge the amount requested. Customer hereby agrees to pay any additional charge assessed by your credit card issuer or network, or other payment system operator. If a charge is declined or reversed, Customer agrees to pay a reasonable service charge and to reimburse Company for all reasonable costs of collection.
- If Customer’s credit card issuer, network or other payment system operator does not honor a payment transaction, then Company has the right to charge the amount of any such transaction to Customer’s account or to collect the amount from Customer.
- If payments are made to or through a third-party provider, Customer hereby agrees to hold Company harmless for any and all actions arising from or related to payments made through the third-party system.
- To the fullest extent permitted by law, once payments have been made by You those payments will not be refunded by Company. Any exceptions to this rule shall be made in Company’s sole discretion on a case by case basis and upon such terms as communicated in writing to You by the Company or in compliance with local law or other regulation regarding the return of goods and consumer protection. Should you chose to accept a refund, by doing so, you thereby agree to waive all waivable claims and the accepted refund shall be considered a settlement payment, in full satisfaction of all claims held by You at the time you received the refunded payment. Nothing contained in this Agreement shall be construed as limiting or attempting to limit non-waivable rights granted to you by law.
- For all charges or deposits for Services ordered by you Company will bill your card or alternative payment method and you agree to pay all such charges or deposits. When you provide bank or card information, account numbers or other information necessary to facilitate payment to us or our vendors, you represent to us that you are the authorized user of the bank card that is used to pay for the products and services. In the event legal action is necessary to collect on balances due, you agree to reimburse Company and its vendors or agents for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You understand that we and/or a third party payment processor will hold and store such bank, card, or other payment information to facilitate payment and deposit, damage reimbursement, and other liability purposes.
- If you order Services via a subscription, this subscription will automatically renew and payments will be withdrawn or charged to you credit card automatically upon renewal. If you do not wish to renew your subscription you must cancel by logging into your account and canceling your subscription prior to the renewal period. Notice of an upcoming renewal period will be sent to the email address You have provided. It is Your responsibility to ensure that You monitor said account and respond before the renewal period.
- If you participate in a trial period, payments will begin and be withdrawn or charged automatically after the expiration of the trial period. If you do not wish to begin payments, you must cancel your subscription during the trial period.
- You hereby explicitly give Company permission to make any of the above charges to your credit card, including any membership dues, product subscription, or other recurring fees.
- Improper or Illegal Purpose. Customer hereby warrants that the Services and the Mobile Application will not be used by Customer for any improper or illegal purpose
- Electronic Communications. Customer hereby requests and authorizes Company to use electronic means of communication as the sole means by which the Company will contact Customer. It is Customer’s responsibility to maintain a current and valid email address with Company.
- Links and Other Third-Party Materials. Certain Content, components or features of the Services may include materials or services provided by third parties and/or hyperlinks to other web sites, resources, or content. Because Company may have no control over such third-party sites and/or materials, Customer acknowledges and agrees that Company is not responsible for the availability of such sites or resources, and does not endorse or warrant the accuracy, legality, or use of any such sites or resources, and shall in no way be liable or responsible for any third-party services, advertising, products, or materials on or available from such sites or resources. Customer further acknowledges and agrees that Company shall not be responsible or liable in any way for any damages or criminal prosecution Customer incurs or alleges to have incurred, either directly or indirectly, as a result of Customer’s use and/or reliance upon any such third-party services, content, advertising, products, or materials on or available from such sites or resources.
- Customer Purchases From Company. Purchases of products and services from the Company may be refunded at the Company’s sole and absolute discretion only. The Company is not bound by any course of conduct or any refunds previously made. Customer agrees that it would be unreasonable to rely on receiving a refund, even if Customer has received a refund in the past under similar circumstances.
- Access and Interference. You agree that you will not use any robot, spider, scraper or other automated means to access the Services for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the site or Services; or (iii) bypass any measures we may use to prevent or restrict access to the Services.
- Customer Warranty and Company Disclaimer. By agreeing to and accepting this Agreement, Customer warrants that Customer is not barred from receiving the Services under the laws of the United States or any other applicable jurisdictions, including the country in which Customer resides or from where Customer uses the Services. CUSTOMER IS WARNED TO NEVER OPERATE SUPLEMENTPASS OR ANY OTHER MOBILE APPLICATION WHILE OPERATING A MOVING VEHICLE. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (1) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (2) CUSTOMER’S USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (3) ANY INFORMATION OBTAINED BY CUSTOMER AS A RESULT OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND (4) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO CUSTOMER AS PART OF THE SERVICES WILL BE CORRECTED. COMPANY DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND COMPANY DISCLAIMS ANY LIABILITY RELATING THERETO. ANY MATERIAL OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S DEVICE(S), COMPUTER(S), OR LOSS OF DATA THAT RESULTS FROM ANY SUCH MATERIAL(S). CUSTOMER FURTHER ACKNOWLEDGES THAT THE SERVICES ARE NOT INTENDED OR SUITABLE FOR USE WHILE DRIVING OR OPERATING ANY MOTOR VEHICLE(S) AND/OR IN OTHER SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
- Limitation of Liability. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT COMPANY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICES (2) ANY CHANGES MADE TO THE SERVICES OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICES OR ANY PART THEREOF; (3) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR DATA; (4) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE CUSTOMER’S TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICES; (5) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE SERVICES; AND (6) ANY OTHER MATTER RELATING TO THE SERVICES. WITHOUT LIMITATION TO THE FOREGOING, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY FAILURE OF THE SYNCHRONIZATION FUNCTIONALITY OF THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE TO ANY CUSTOMER DEVICE, OBJECT, OR PRODUCT, OR TO THE CUSTOMER, AND CUSTOMER WILL NOT RELY ON THE SOFTWARE OR ITS SYNCHRONIZATION FUNCTIONALITY. EXCEPT FOR ANY ACTS OF FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT WILL COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE OF THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO COMPANY, IF ANY, UNDER THIS AGREEMENT. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
- Customer Prohibitions. Customer agrees to not interfere with or disrupt the Services (including accessing the Services through any automated means, like scripts or web crawlers), or any servers or networks connected to the Services, or any policies, requirements or regulations of networks connected to the Services (including any unauthorized access to, use or monitoring of data or traffic thereon); plan or engage in any illegal activity; and/or gather and store personal information of any third parties to be used in connection with any of the foregoing prohibited activities.
- Customer Indemnity and Waiver. Customer agrees to defend, indemnify and hold Company, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party, relating to or arising from: (1) any Content Customer submits, transmits, or otherwise makes available through the Services; (2) Customer’s use of the Services; (3) any violation by Customer of this Agreement; (4) any action taken by Company as part of an investigation of a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred; (5) any claim arising out of an interaction between Customer an another user; or (6) Customer’s violation of any rights of another entity. Customer understands and accepts that Customer cannot sue Company, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors as a result of its decision to remove or refuse to process any information or Content, to warn Customer, to suspend or terminate Customer’s access to the Services, or to take any other action during the investigation of a suspected violation or as a result of Company’s conclusion that a violation of this Agreement has occurred. This waiver and indemnity provision applies to all violations described in or contemplated by this Agreement. This obligation shall survive the termination or expiration of this Agreement and/or Customer’s use of the Services. Customer acknowledges that Customer is responsible for all use of the Services using Customer’s Account, and that this Agreement applies to any and all usage of Customer’s Account. Customer agrees to comply with this Agreement and to defend, indemnify and hold harmless Company from and against any and all claims and demands arising from usage of Customer’s Account.
- Company Access to Account. Company reserves the right to take steps Company believes, in its sole and absolute discretion, are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. Customer acknowledges and agrees that Company may, without liability to Customer, access, use, preserve and/or disclose Customer’s Account information and Content to law enforcement authorities, government officials, and/or a third party, as Company believes is reasonably necessary or appropriate, if legally required to do so, or if Company has a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (1) comply with legal process or request; (2) enforce this Agreement, including investigation of any potential violation thereof; (3) detect, prevent or otherwise address security, fraud, or technical issues; or (4) protect the rights, property or safety of Company, its users, a third party, or the public as required or permitted by law.
- Software Updates and Notices. Company reserves the right, in its sole and absolute discretion, to make unscheduled deployments of updates or enhancements to the Software, Mobile Application, and/or Services. In order to continue Customer’s use of the Services, such updates may be automatically downloaded and installed onto Customer’s device(s) or computer(s). These updates may include bug fixes, feature enhancements or improvements, and/or entirely new versions of the Software. Customer acknowledges and understands that during such deployments, certain functionality of the Software may be unavailable, and outages may occur. Company may provide Customer with notices regarding the Services, including changes to this Agreement, by email to any known Customer email address (and/or other alternate email address associated with Customer’s Account if provided), by regular mail, or by postings on Company’s website and/or the Services.
- Single Arbitrator. The Arbitration shall be conducted before a single arbitrator selected in accordance with the Applicable Rules or by mutual agreement between You and Company (the "Arbitrator");
- Arbitrator Will Interpret This Agreement. The Arbitrator, and not any federal, state or local court or agency, shall have the exclusive authority to resolve any dispute arising under or relating to the validity, interpretation, applicability, enforceability or formation of this User Agreement and/or these arbitration provisions in this Section hereof, including but not limited to any claim that all or any part of this User Agreement is void or voidable;
- Seat. The Arbitration shall be held in Atlanta, Georgia, USA; or (ii) at such other location as may be mutually agreed upon by You and Company. The Arbitrator may decide to hold the arbitration by telephone or by written submission.
- Governing Law. The Arbitrator (i) shall apply internal laws of the State of Georgia consistent with the Federal Arbitration Act and applicable statutes of limitations, or, to the extent (if any) that federal law prevails, shall apply the law of the U.S., irrespective of any conflict of law principles; (ii) shall entertain any motion to dismiss, motion to strike, motion for judgment on the pleadings, motion for complete or partial summary judgment, motion for summary adjudication, or any other dispositive motion consistent with Georgia or federal rules of procedure, as applicable; (iii) shall honor claims of privilege recognized at law; and (iv) shall have authority to award any form of legal or equitable relief;
- No Class Relief. The Arbitration can resolve only Your and/or Company’s individual claims, and the Arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated;
- Written Award. The Arbitrator shall issue a written award supported by a statement of decision setting forth the Arbitrator's complete determination of the dispute and the factual findings and legal conclusions relevant to it (an "Award"). Judgment upon the Award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets;
- Costs and Fees. The costs of the arbitration shall be born equally by the parties unless such costs are awarded to the prevailing party by the Arbitrator, the prevailing party shall also be entitled to reimbursement of its reasonable attorney’s fees.
- Modification of Arbitration Clause With Notice. Company may modify these arbitration provisions, but such modifications shall only become effective thirty (30) days after Company has given notice of such modifications and only on a prospective basis for claims arising from Company Transactions and Relationships occurring after the effective date of such notification.
- Confidentiality. The arbitration shall be confidential. Both the Parties and third party participants of the arbitration, including witnesses, experts, and the arbitrator, must keep all conversations, settlements, awards, testimony, and documents strictly confidential unless both parties consent to the disclosure of the information.
13) CHARGEBACK WAIVER ACKNOWLEDGEMENT. Customer understands that by accepting this agreement and supplying company with their payment information they agree that should the trial expire and charge be processed for membership that all membership fees are paid in full For the year and non refundable. All Membership amount charges or product amounts are not eligible for chargeback requests through customers bank and customer fully waives their ability to initiate such request by submitting any order on supplementpass.com for any payment method they choose to load to their account. Any payment amounts in dispute must be handled with SupplementPass support and SupplementPass has the final decision on any disputes That may arise.