NUTRINSIC - TERMS OF USE

Last Updated: July 22, 2014

PLEASE READ THESE TERMS OF USE (“TERMS“) CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION WHICH REQUIRES THAT DISPUTES ARE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL AND NOT A CLASS-WIDE OR CONSOLIDATED BASIS.  BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.  IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OUR SERVICES.

These Terms apply to your access to, and use of, the website and any other online products and services (collectively, the “Services”) of Nutrinsic Corporation (“Nutrinsic,” “we” or “us“).  These Terms do not alter in any way the terms or conditions of any other agreement you may have with Nutrinsic for products, services or otherwise.  If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf, and that such entity agrees to be responsible to us if you violate these Terms.

Nutrinsic reserves the right to change or modify these Terms at any time and in our sole discretion.  If we make changes to these Terms, we will provide you with notice of such changes, such as by providing notice through the Services or updating the “Last Updated” date at the top of these Terms.  By continuing to use the Services after such notice, you confirm your acceptance of the modified Terms.  If you do not agree to the modified Terms, you must stop using the Services.

Privacy Policy

Please refer to our Privacy Policy for information on how Nutrinsic collects, uses and discloses information about our users.

Copyright and Limited License

Unless otherwise indicated, the Services and all content and other materials on the Services, including, without limitation, the Nutrinsic logo, and all designs, text, graphics, pictures, information, data, other files and the selection and arrangement thereof (collectively, “Nutrinsic Materials“) are the proprietary property of Nutrinsic and are protected by U.S. and international copyright laws.

Nutrinsic grants you a limited, nonexclusive, non-sublicensable, nontransferable license to access and use the Services and electronically copy, (except where prohibited without a license) and print to hard copy portions of the Nutrinsic Materials for your informational, non-commercial and personal use only.  Such license is subject to these Terms and does not include: (a) any resale or commercial use of the Services or Nutrinsic Materials therein; (b) the collection and use of any product listings, pictures or descriptions; (c) the distribution, public performance or public display of any Nutrinsic Materials; (d) modifying or otherwise making any derivative uses of the Services and Nutrinsic Materials, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Services, Nutrinsic Materials or any information contained therein, except as expressly permitted on the Services; or (g) any use of the Services or Nutrinsic Materials other than for their intended purposes.  Any use of the Services or Nutrinsic Materials other than as specifically authorized herein, without the prior written permission of Nutrinsic, is strictly prohibited and will automatically terminate the license granted in these Terms without notice or other action by either party.  Such unauthorized use may also violate applicable laws including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.  Nutrinsic may revoke this license at any time.

Trademarks

“Nutrinsic,” the Nutrinsic logo and any other Nutrinsic product or service name or slogan contained on the Services are trademarks of Nutrinsic, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Nutrinsic or the applicable trademark holder.  You may not use any metatags or any other “hidden text” utilizing “Nutrinsic” or any other name, trademark or product or service name of Nutrinsic without our prior written permission.  In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Nutrinsic and may not be copied, imitated or used, in whole or in part, without our prior written permission.  All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners.  Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

Hyperlinks

You are granted a limited, non-exclusive right to create a text hyperlink to the Services for noncommercial purposes, provided such link does not portray Nutrinsic or any of our products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable.  This limited right may be revoked at any time.  You may not use a Nutrinsic logo or other proprietary graphic of Nutrinsic to link to the Services without the express written permission of Nutrinsic.  Further, you may not use, frame or utilize framing techniques to enclose any Nutrinsic trademark, logo or other proprietary information, including the images found on the Services, the content of any text or the layout/design of any page or form contained on a page on the Services without Nutrinsic’s express written consent.

Nutrinsic makes no claim or representation regarding, and accepts no responsibility for the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Services, or websites linking to the Services.  Such sites are not under the control of Nutrinsic and Nutrinsic is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites.  Nutrinsic provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by Nutrinsic of any site or any information contained therein.  When you leave the Services, you should be aware that our terms and policies no longer govern.  You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Services.

Third Party Content

Nutrinsic may provide third party content on the Services and may provide links to web pages and content of third parties (collectively the “Third Party Content“) as a service to those interested in this information.  Nutrinsic does not control, endorse or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness.  You acknowledge and agree that Nutrinsic is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content.  Users use such Third Party Content contained therein at their own risk.

Feedback

You acknowledge and agree that any materials, including, but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, regarding the Services that you provide via email or other means (“Feedback“) are non-confidential and shall become the sole property of Nutrinsic.  Nutrinsic shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Indemnification

You agree to defend, indemnify and hold harmless Nutrinsic and our officers, agents, partners, employees, independent contractors, service providers and consultants, and their respective directors, employees and agents (collectively, the “Nutrinsic Parties”), from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to (a) your use of the Services; (b) any Feedback you provide; (c) , your violation of these Terms or (d) your violation of the rights of any third party.

Disclaimer

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  NUTRINSIC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.  NUTRINSIC DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR THE MATERIALS THEREIN ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.  NUTRINSIC DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR NUTRINSIC’S SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Nutrinsic reserves the right to change any and all content contained on the Services and to modify, suspend  or discontinue the Services or any features or functionality of the Services at any time without notice and without obligation or liability to you.  Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Nutrinsic.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL NUTRINSIC OR THE NUTRINSIC PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT OR THE MATERIALS CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM NUTRINSIC, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO NUTRINSIC’S RECORDS, PROGRAMS OR SERVICES AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NUTRINSIC EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO NUTRINSIC FOR ACCESS TO OR USE OF THE SERVICES.

Applicable Law; Arbitration

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH NUTRINSIC AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM NUTRINSIC.

You and Nutrinsic agree to arbitrate any dispute arising from these Terms or your use of the Services, except that you and Nutrinsic are not required to arbitrate any dispute in which either party seeks equitable and or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.

You and Nutrinsic agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Arapahoe County, Colorado; and (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS.  Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND NUTRINSIC WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.

Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Colorado and applicable United States law, without giving effect to any conflict of laws principles.  You agree that any action at law or in equity arising out of or relating to the Services or the Terms will be filed only in the state and federal courts located in Colorado.

Termination

Notwithstanding any of these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to use the Services, or any portion thereof, and to block or prevent your future access to and use of the Services or any portion thereof.

Severability

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Questions 

If you have any questions regarding these Terms or the Services, please contact us at  info@nutrinsic.com.