Terms & Conditions of Use
Welcome to www.metabolicliving.com (the “Site”), an online website operated by Natural Health Sherpa LLC, a Delaware limited liability company (“NHS”, “We”, “Our”, or “Us”). The Site enables visitors (“Users”) who are at least eighteen (18) years of age to make purchases, access general information and to make use of services and participate in programs promoting the Natural Health Sherpa philosophy and practice, including but not limited to email services, bulletin and message boards, chat areas, news groups, forums, communities, calendars, and various other message communication applications and products and services, including but not limited to PDFs, audio materials, visual materials, online courses, training programs, supplements and foods. These Terms & Conditions of Use (the “Agreement”) set forth the terms and conditions which govern Your use of the Site and apply to information We collect on this Site, through electronic mail (“e-mail”), text and other electronic messages between You and this Site, through mobile and desktop applications You download from this Site, and when You interact with our advertising and applications on third-party websites and services.
Please read this Agreement carefully before accessing the Site. By accessing the Site, Users agree to be bound by the terms and conditions set forth in this Agreement. If Users do not wish to be bound by this Agreement and Our Privacy Policies, they are not authorized to use this Site. This Site is offered and available to Users who are eighteen (18) years of age or older. By using this Site, You represent and warrant that You meet all of the foregoing eligibility requirements. If You do not, You must not access or use the Site.
NHS reserves the right to modify this Agreement at any time which changes shall be effective immediately and apply to all access to and use of the Site thereafter. You agree to review the Agreement periodically to be aware of such modifications and Your continued use of the Site shall be deemed to be Your conclusive acceptance of any modified Agreement. We reserve the right to withdraw or amend this Site and any service or material We provide, in Our sole discretion without notice. From time to time We may restrict access to some parts or all of the Site to Users, including Registrants.
You acknowledge and agree that You will consult with Your physician if You have any questions or wish to seek advice regarding a medical condition, Your diet, nutritional supplements, an exercise regimen or any other matter related to Your health or general well-being. NHS cannot and does not assess, verify or guarantee the adequacy, accuracy or completeness of any material or the suitability or safety of any Content or products provided on this Site. NHS expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, statement or other information posted on the Site by Users. You bear sole responsibility for Your own health and diet research and decisions.
THIS SITE DOES NOT PROVIDE ANY MEDICAL ADVICE
You understand that participation in any programs available on the Site, including exercise programs, involve inherent risks and dangers of serious personal injury and death. These may result not only from your own actions, inactions, or negligence, but also from the actions, inactions, or negligence of others. Further, there may be other risks not known to you or reasonably foreseeable at this time. By participating in these programs, you acknowledge that you understand and have considered the risks involved, and you voluntarily and freely choose to assume these risks. You consent to receive medical treatment which may be deemed necessary in the event of any illness, accident or injury or medical emergency resulting from or in connection with your participation in programs available on the Site and understand that you are solely responsible for all costs related to such medical treatment and/or medical transportation. You are in good health, in proper physical condition, and you have consulted with a physician or otherwise ensured that there are no known medical or other conditions that would impair your ability to participate in such programs. If at any time you believe conditions to be unsafe or that you are no longer in proper physical condition to participate in the programs, you will immediately discontinue further participation in such programs.
Recipes and other food-related content available on the Site may not have been formally tested by us or for us and we do not provide any assurances nor accept any responsibility or liability with regard to their originality, quality, nutritional value, or safety. Unless otherwise stated, the recipes featured on the Site are not endorsed by us and we in no way provide any warranty, express or implied, towards the content of recipes on the Site. You may not achieve desired results due to variations in elements such as ingredients, cooking temperatures, typos, errors, omissions, or individual cooking ability. Use your best judgment when cooking with raw ingredients such as eggs, chicken, beef, or seafood and seek expert advice before beginning if you are unsure. To ensure the safety of yourself and others, be aware of heated cooking surfaces while cooking and take caution when using sharp knives or other cooking implements. Review all ingredients prior to beginning a recipe in order to be fully aware of the presence of substances which might cause an adverse reaction in some consumers. Consult your medical professional before using any recipe if you have concerns about how you may individually react to the use of any particular recipe or ingredient. By voluntarily creating and using any recipe provided here, you assume the risk of any potential injury that may result.
While the 30 Day Challenge is provided free by Metabolic Living to help people strengthen their metabolism and improve their immunity, no representations or guarantees are made that the program will prevent someone from contracting the Coronavirus.
1.1 Capacity. Each User who wishes to make use of certain features offered through the Site, as described herein, must register with the Site (each a “Registrant”, collectively the “Registrants”) (Registrants, along with the Users “You” or “Your”). By checking the box “Accept” next to the text of the “Terms and Conditions of Use”, each Registrant acknowledges that such Registrant is at least eighteen (18) years of age and has read, agrees with and accepts to be bound by the terms and conditions set forth in this Agreement. Failure to check the “Accept” box will prevent an individual from becoming a Registrant.
1.2 Accurate Information. Registrants agree to provide Us with accurate, complete and current information during registration, and to update information provided to Us if and when such information should change.
1.4 Revocation of Registration. Registrant agrees that NHS has the right to cancel their registration for any reason at any time, in Our sole discretion. The revocation of a Registrant’s registration shall result in the disabling of any user name, password or other identifier if, in Our opinion, You have violated any provision of this Agreement. The loss of access to portions of the Site accessible by Registrants, and Registrants agree that NHS shall have the right to take appropriate administrative and/or legal action, including criminal prosecution, to protect Our interests.
1.5 Charges. While use of the Site is currently free of charge, You acknowledge that We may, in Our sole discretion, decide at any time to charge for such access and services.
2. MEDICAL DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT THE SITE, INCLUDING BUT NOT LIMITED TO ALL TEXT, DATA, IMAGES, GRAPHICS, PHOTOGRAPHS, AUDIO, VIDEO, SOFTWARE, INFORMATION, PROGRAMS, TELESEMINARS, ARTICLES, COMMENTS, STORIES, MESSAGES, POSTINGS, INFORMATION, NHS MATERIALS (AS HEREINAFTER DEFINED), REGISTRANT CONTENT (AS HEREINAFTER DEFINED) AND ALL OTHER CONTENT (COLLECTIVELY, “CONTENT”) PROVIDED IN CONNECTION WITH THE SITE BY NHS OR THIRD PARTIES ON BEHALF OF NHS, AND ALL REGISTRANT CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO CONSTITUTE OR SUBSTITUTE FOR (I) MEDICAL ADVICE OR COUNSELING, (II) THE PRACTICE OF MEDICINE INCLUDING BUT NOT LIMITED TO PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, (III) THE PROVISION OF HEALTH CARE DIAGNOSIS OR TREATMENT, OR (IV) THE CREATION OF A PHYSICIAN-PATIENT OR CLINICAL RELATIONSHIP BY NHS OR ANY OF NHS’ AGENTS, AFFILIATES, EMPLOYEES, CONSULTANTS OR SERVICE PROVIDERS (COLLECTIVELY, WITH NHS, THE “NHS PARTIES”). YOU ACKNOWLEDGE AND AGREE THAT CONTENT SHOULD BE USED ONLY IN CONJUNCTION WITH THE GUIDANCE AND CARE OF YOUR PHYSICIAN. IF YOU HAVE ANY QUESTIONS OR WISH TO SEEK ADVICE REGARDING A MEDICAL CONDITION, YOUR DIET, NUTRITIONAL SUPPLEMENTS, AN EXERCISE REGIMEN OR ANY OTHER MATTER RELATED TO YOUR HEALTH OR GENERAL WELL-BEING, YOU AGREE THAT YOU WILL CONSULT WITH YOUR PHYSICIAN BEFORE UTILIZING ANY CONTENT APPEARING ON THE SITE.
3.1 Registrant Content. NHS offers Registrants the opportunity to participate in various interactive resources, including message boards, blogs, and chat rooms. NHS also provides Registrants with the opportunity to publish, display, or otherwise transmit directly or indirectly (“Post”) certain text to the Site (“Registrant Content”).
3.2 Posting. In connection with any and all Registrant Content, Registrant warrants and represents that (i) such Registrant either owns all rights title and interest in and to such Registrant Content, or (ii) such Registrant has obtained prior written authorization from the owner(s) of all rights title and interest in and to such Registrant Content and that all Registrant Content does and will comply with this Agreement. By Posting Registrant Content to the Site, Registrant also warrants and represents that such Registrant Content does not and will not infringe or violate any party’s proprietary, publicity, privacy, or other rights and that such Registrant Content is and will not be defamatory or libelous. Registrant agrees not to Post any Registrant Content that:
(a) is fraudulent;
(b) is designed to interrupt, or destroys or limits the functionality of, any computer software or hardware or telecommunications equipment;
(d) infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; including the promoting of an illegal or unauthorized copy of another person’s copyrighted work;
(e) is patently offensive to the Site community, such as any Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
(f) constitutes or attempts to offer medical advice or counseling;
(g) harasses or harms, or advocates the harassment or harming of another person;
(h) involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”;
(i) promotes information that is false or misleading, or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
(j) contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
(k) displays pornographic, obscene or sexually explicit material of any kind;
(l) provides material that exploits people in a sexual or violent manner, is exploitative of a minor or solicits personal information from anyone under the age of 18;
(m) provides instructional information about illegal activities;
(n) solicits passwords or PII for commercial or unlawful purposes from other Registrants or PII from Users;
(o) causes Us to lose (in whole or part) the services of Our ISPs or other suppliers;
(p) links to materials or other Content, directly or indirectly, to which such Registrant does not have a right to link;
(q) encourages others to violate this Agreement; or
(r) violates any applicable local, state, national, or international law.
All of the foregoing (a)-(r) shall be collectively known as “Content Restrictions”.
3.3 Quality of Registrant Content; Review of Registrant Content; DISCLAIMER.
(a) NHS has no obligation to and does not, in its ordinary course of business, review Registrant Content, and therefore We assume no liability for and do not guarantee the accuracy, integrity or quality of such Registrant Content and We cannot assure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable Registrant Content will not appear on the Site. NHS has the absolute right to monitor all Registrant Content in Our sole discretion. In addition, We reserve the right to alter, edit, refuse to Post or remove any Registrant Content, in whole or in part, for any reason or for no reason, and to disclose such materials, Your identity and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and to protect ourselves, Our Registrants, Users and service providers. NHS has no obligation to use or respond to any of submissions of Registrant Content. In the event that You object to any Content appearing on the Site, You shall notify NHS in writing.
(b) NHS EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND ENDORSEMENT AND MAKES NO REPRESENTATION AS TO THE VALIDITY OF ANY REGISTRANT CONTENT POSTED ON THE SITE. NHS EXPRESSLY DISCLAIMS ALL RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN ANY REGISTRANT CONTENT, FOR LINKS EMBEDDED THEREIN, OR GENERALLY FOR THE ACCURACY, RELIABILITY, OR QUALITY OF ANY REGISTRANT CONTENT. YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL NHS BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH REGISTRANT CONTENT. THE OPINIONS EXPRESSED BY REGISTRANT CONTENT ARE SOLELY THE OPINIONS OF THE REGISTRANTS WHO HAVE POSTED SUCH CONTENT, AND DO NOT REFLECT THE OPINIONS OF NHS. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES LICENSES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
3.4 Public Content. Any Registrant Content shall be considered non-confidential and non-proprietary. No Registrant Content posted via message boards, chat rooms or other public forums shall be subject to any obligation, whether of confidentiality, attribution, or otherwise, on NHS’ part and NHS shall not be liable for any use or disclosure of any such Registrant Content.
3.5 Usage Limitations. Registrant Content may be subject to size and usage limitations. Registrants are responsible for adhering to such limitations.
4. Commercial Transactions.
4.1 Purchases. Products and/or services are offered for sale through the Site. In the event You wish to purchase any of these products or services, You will be asked by NHS or an authorized third party on NHS’ behalf to supply certain personally identifiable information (“PII”), including without limitation, Your full name, address, telephone number and credit card information. You agree to provide NHS or such third party with accurate, complete and current information at all times, and to comply with the terms and conditions of any agreement that You may enter into which governs Your purchase of such product or service. You shall be responsible for all charges incurred through Your account as well as any shipping and applicable taxes.
4.2 Payment. Your right to use any service or product that is available for purchase through the Site is conditional on Our receipt of payment for such service or product. If payment cannot be charged to Your credit card or if a charge is refunded for any reason, including chargeback, We reserve the right to either suspend or terminate Your account, thereby terminating this Agreement and all obligations hereunder.
5. Intellectual Property.
The Site and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design selection and arrangement thereof) are owned by NHS, its licensors or other providers of such material and are protected by Us and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
5.1 Copyright. Except for Registrant Content, any content contained in the Site and any newsletters or other materials created and distributed through the Site by NHS (“NHS Materials”), its licensors or suppliers are the property of NHS or its licensors or suppliers, as applicable, and are protected under the copyright laws of the United States and other countries. You must abide by all copyright notices or restrictions contained on the Site. You agree not to use, display, reproduce, retransmit, modify, distribute, disseminate, sell, publish, broadcast, circulate, display or in any way exploit any Content (including any copyrighted material, trademarks, or other proprietary information), in whole or in part, whether by e-mail or by any other means, for any purpose other than for Your personal, non-commercial use.
5.2 NHS Materials. Subject to the limited license set forth in Section 6.3 hereof, You will have the opportunity to download and use certain NHS Materials. You acknowledge and agree that You shall not infringe or otherwise violate the copyright or other proprietary rights of any NHS Materials.
5.3 Integrity of Registrant Content. In connection with any and all Registrant Content, Registrant warrants and represents that (i) such Registrant either owns all rights title and interest in and to such Registrant Content, or, alternatively, (ii) such Registrant has obtained prior written authorization from the owner(s) of all rights title and interest in and to such Registrant Content. By Posting Registrant Content to the Site, Registrant also warrants and represents that such Registrant Content does and will not infringe or violate any party’s proprietary, publicity, privacy, or other rights and that such Registrant Content is and will not be defamatory or libelous.
5.4 Trademarks. Unless otherwise indicated, all names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, trade dress, and service names included in the Site are trademarks of NHS or its licensors or suppliers (collectively, the “Trademarks”) and are protected by the trademark laws of the United States and other jurisdictions. You may not use, copy, reproduce, republish, distribute, modify or Post any Trademarks in any way, including in advertising or publicity pertaining to or distribution of materials on the Site, without Our prior written consent. The Trademarks may not be used in any manner that is likely to cause confusion, or in any manner that disparages or discredits NHS, its licensors or suppliers.
5.5 Copyright Agent. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. It is Our policy to terminate the accounts of repeat infringers. If You believe that Your Registrant Content has been copied and Posted on the Site in a way that constitutes copyright infringement, please provide Our copyright agent with the following information: an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that You claim has been infringed; a description of where the material that You claim is infringing is located on the Site; Your address, telephone number, and e-mail address; a written statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon NHS actual knowledge of facts or circumstances from which infringing material or acts are evident. NHS’ copyright agent for notice of claims of copyright infringement can be reached as follows:
Name: Kaddy Feast
1121C Military Cutoff Road, #360
Wilmington, NC 28405
We suggest that You consult Your legal advisor before filing a notice with NHS’ copyright agent. Be advised that pursuant to this Agreement You are granting certain licenses to use Your Registrant Content. You should note that there can be penalties for false claims under the DMCA.
6.1 Use. You may not copy, reproduce, distribute, publish, display, perform, modify, create derivative works of, transmit, sell, or in any way exploit any portion of the Site, except that You may download Content from the Site as machine readable copies and/or print copies of any web page, provided that such copies will be used for Your own personal (non-commercial) use and not for the purposes of competing in any manner with the Site or NHS. If Your rights to use the Site ceases for any reason, You must, at Our option, return or destroy any copies of the Content You may have made.
6.2 Grant of License to Registrant Content. By Posting Registrant Content to the Site or by otherwise submitting Registrant Content to Us, Registrants automatically grant, and represent and warrant that they have the right to grant to NHS, a non-exclusive, perpetual, irrevocable, sublicensable (through multiple tiers), assignable, fully paid, royalty free, worldwide license to use, copy, modify, adapt, publish, make, sell, create derivative works of or incorporate into other works such Registrant Content, derive revenue or other remuneration from, communicate to the public, distribute (through multiple tiers), perform or display such Registrant Content (in whole or in part) and/or to incorporate such Registrant Content in other works in any form, media, or technology now known or later developed, and to grant and authorize sublicenses of the foregoing through multiple tiers of sublicensees, including the right to exercise the copyright, publicity, and any other rights over any of the materials contained in such Registrant Content for any purpose, including for purposes of advertising and publicity on the Site and elsewhere. NHS shall not be limited in any way in its use, commercial or otherwise, of any Registrant Content appearing on the Site. Registrants hereby waive any moral rights in, or approval rights to, such Registrant Content. Further, We have the explicit right to incorporate any Registrant Content into any further work, in any medium, without prior consent or review, and without payment of any royalty or fee whatsoever.
6.3 Grant of License to NHS Materials. As part of Your use of the Site, NHS grants to You a revocable, non-exclusive, non-transferable and limited license, without the right to sublicense, for the sole purpose of downloading and viewing NHS Materials on Your personal computer for Your own personal, non-commercial use only. The grant of this limited license is in no way intended, and shall not be interpreted, to grant to You any rights or license permitting You (i) to translate, alter, copy, revise, modify, change, or create derivate works based on NHS Materials in whole or in part; (ii) to publish, display, distribute, sell, rent or otherwise make NHS Materials, in whole or in part, available to any third party; or (iii) to print or otherwise reproduce NHS Materials, in whole or in part. Subject to the limited license granted in this Section 6.3, NHS retains any and all rights that now or hereafter exist with respect to NHS Materials.
NHS and/or third parties may provide links to other websites of possible interest to you. Because We have no control over such websites, You acknowledge and agree that We are not responsible for the availability of such websites, We do not sponsor or endorse such websites, and We are not responsible or liable for any content, advertising, services, products, or other materials on or available from such websites and Your access and use such websites at Your own risk. You also acknowledge and agree that NHS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such websites. All such websites shall be subject to the policies and procedures of the owner of such websites.
You may include on Your website a link to a Site, provided that Your website does not violate any Content Restrictions. Further, Your link, nor any other content on Your website, shall not mislead or suggest that Your website is sponsored by or affiliated with the Site. NHS reserves the right to revoke, at any time, this limited authorization to link to the Site.
8. DISCLAIMER OF WARRANTIES.
8.1 REGISTRANTS AND USERS ACKNOWLEDGE AND AGREE THAT THEIR USE OF THE SITE IS AT THEIR SOLE RISK. NHS EXPRESSLY DISCLAIMS AND HAS NO RESPONSIBILITY FOR HOW YOU USE THE INFORMATION PROVIDED THROUGH THE SITE, AND MAKES NO PROMISES, GUARANTEES, PREDICTIONS OF SUCCESS OR ANY CLAIMS TO SPECIAL EXPERIENCE, INSIGHT, OR EXPERTISE IN PROVIDING THE SITE. NO INFORMATION OBTAINED FROM NHS, WHETHER PROVIDED ORALLY OR IN WRITING, SHALL CREATE ANY EXPRESS OR IMPLIED WARRANTY. NHS SHALL HAVE NO LIABILITY, OBLIGATION OR RESPONSIBILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED DIRECTLY OR INDIRECTLY AS A CONSEQUENCE OF USING THE SITE. SPECIFICALLY, NHS DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE REGARDING THE SITE.
8.2 NHS MAKES NO GUARANTY OF THE ACCURACY, CORRECTNESS OR COMPLETENESS OF ANY CONTENT (INCLUDING REGISTRANT CONTENT) APPEARING ON THE SITE AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS ARISING FROM THE USE OF ANY CONTENT (INCLUDING REGISTRANT CONTENT) THEREOF, ANY FAILURES, DELAYS OR INTERRUPTIONS IN THE DELIVERY OF ANY CONTENT (INCLUDING REGISTRANT CONTENT) CONTAINED THEREIN, LOSSES OR DAMAGES ARISING FROM THE USE OF THE CONTENT (INCLUDING REGISTRANT CONTENT) APPEARING ON THE SITE, ANY CONDUCT BY REGISTRANTS OR VISITORS, OR ANY PRODUCTS OR SERVICES PROVIDED THROUGH OR IN CONJUNCTION WITH THE SITE. ANY SUCH PRODUCTS OR SERVICES PROVIDED AS PART OF THE SITE ARE ACQUIRED BY YOU “AS IS” AND “AS AVAILABLE”. NHS NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY AND/OR THE RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE ON THE SITE. THE CONTENT IS NOT NECESSARILY COMPLETE OR UP TO DATE. ANY CONTENT MAY BE OUT-OF-DATE AT ANY TIME AND WE ARE UNDER NO OBLIGATION TO UPDATE IT.
8.3 You understand that we cannot and do not guarantee or warrant that filed available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for anti-virus protection and accuracy of data input and output and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERIVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITED LINKED TO IT. OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF THE CONTROL OF NHS. NHS MAKES NO GUARANTY OF CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE.
9. LIMITATION OF LIABILITY.
9.1 IN NO EVENT SHALL NHS, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE FOR ANY LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR ANY GOODS AND/OR SERVICES ACQUIRED THROUGH THE SITE, WHETHER OR NOT NHS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF NHS TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) THE VALUE PAID BY YOU FOR THE GOODS AND/OR SERVICES WHICH GIVE RISE TO YOUR CLAIM, OR (B) $100.
9.2 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 8 OR 9 HEREOF MAY NOT APPLY TO YOU.
10. Indemnity. You shall indemnify and hold harmless NHS, its affiliates or their licensors, service providers, employees, agents, officers or directors from and against any and all claims, damages, liabilities, injuries, losses or expenses, including attorneys’ fees and expenses of counsel and the collection thereof, that may be incurred by or asserted or awarded against NHS, arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with, any use or misuse of Registrant Content Posted to or transmitted through Our Site, Your use of Our Site, Your connection to Our Site, Your breach of this Agreement, or Your violation of any law or the rights of a third party.
11. Third Parties. Your participation, correspondence or business dealings with any third party found on or through the Site, regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between You and such third party. You agree that NHS shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.
13. No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between You and NHS by this Agreement.
14. Notices. Except as provided in the following sentence, all notices hereunder shall be given by certified mail, postage prepaid and return receipt requested, to: Natural Health Sherpa, LLC, 1121C Military Cutoff Road, #360, Wilmington, NC 28405 and to a Registrant at the address listed in such Registrant’s Registration Profile.
15. Governing Law. You acknowledge and agree that this Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, excluding conflict of laws provisions thereof that would indicate the application of the laws of any other jurisdiction and You hereby submit to exclusive jurisdiction in the federal and state courts of North Carolina although We retain the right to bring any suit, action or proceeding against You for breach of this Agreement in Your county of residence or any other relevant county. You agree to receive service of process through certified mail or by other means sanctioned by law, and You expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF OUR SITE OR THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
16. Class Action Waiver and Arbitration. THIS CLASS ACTION WAIVER AND ARBITRATION SECTION PROVIDES THAT ANY DISPUTE ARISING FROM THIS AGREEMENT MAY BE RESOLVED BY BINDING ARBITRATION, WHICH REPLACES THE RIGHT TO GO TO COURT. THIS SECTION PROHIBITS YOU FROM BRINGING A CLASS ACTION OR OTHER REPRESENTATIVE ACTION IN COURT, INCLUDING IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION, AND PROHIBITS YOU FROM BRINGING ANY CLAIM IN ARBITRATION AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. IN ADDITION, THIS CLASS ACTION WAIVER AND ARBITRATION SECTION PROHIBITS YOUR ABILITY TO BE PART OF ANY CLASS ACTION OR OTHER REPRESENTATIVE ACTION BROUGHT BY ANYONE ELSE, AND PROHIBITS YOUR ABILITY TO BE REPRESENTED IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. THE WAIVERS SET FORTH IN THIS SECTION INCLUDE ANY CLAIM THAT YOU MAY HAVE AGAINST NHS WITH RESPECT TO ANY THIRD PARTY SERVICE. TO THE EXTENT A PROVIDER OF A THIRD PARTY SERVICE JOINS NHS IN ANY ACTION BETWEEN YOU AND SUCH PROVIDER, YOU AGREE THAT THIS SECTION SHALL APPLY TO ANY CLAIMS THAT YOU MAY HAVE AGAINST NHS. IF NOT FOR THIS CLASS ACTION WAIVER AND ARBITRATION SECTION, YOU MAY HAVE OTHERWISE HAD A RIGHT TO PARTICIPATE OR BE REPRESENTED IN A CASE FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS AND OTHER REPRESENTATIVE ACTIONS) AND YOU AND NHS MAY OTHERWISE HAVE HAD A RIGHT TO BRING CLAIMS IN A COURT BEFORE A JUDGE OR JURY. EXCEPT AS OTHERWISE PROVIDED BELOW, YOU WAIVE ANY OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO A COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL A DECISION.
The party filing a claim in arbitration must choose one of the following two arbitration administrators: American Arbitration Association; or JAMS/Endispute, both of which are independent from Us. Any arbitration will be conducted under the rules of the selected arbitration administrator by an impartial third party chosen in accordance with the rules of the selected arbitration administrator and as provided herein. Arbitration hearings will be held at a place chosen by the arbitrator or arbitration administrator within the federal judicial district in which You reside at the time the claim is filed or at some other place as agreed by the parties in writing. Copies of the current rules of the arbitration administrators named above, and well as information about arbitration and arbitration fees, and instructions for initiating arbitration may be obtained by using the following contact information:
American Arbitration Association
1633 Broadway, 10th Floor, New York, NY 10019
1920 Main Street, Suite 300, Irvine, CA 92614
17. General. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement may be automatically assigned by NHS, in its sole discretion, to a third party. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such Section. Our failure to act with respect to a breach by You or others does not waive Our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between Us with respect to the subject matter hereof. The provisions of this Agreement will survive termination or expiration to the extent necessary to carry out the intentions of the parties.
18. Contact Us. If You have any questions or concerns regarding the Site, please contact Us by e-mail at support @metabolicliving.com or write to Us at Natural Health Sherpa LLC, 1121C Military Cutoff Road, #360, Wilmington, NC 28405. If You are a California resident and our customer, Cal. Civ. Code 1798.83 permits You to request certain information about our disclosure of personal information to third parties for their direct marketing purposes. To request this information, please send an e-mail to firstname.lastname@example.org, call us at 800-316-8556 or write us at the following address: 1121C Military Cutoff Road, #360, Wilmington, NC 28405.
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Last Updated: April 8, 2020