NCI WEBSITE CLIENT AGREEMENT
This Agreement sets forth the terms and conditions which apply to your use of the Nutritional Concepts Website ("NCI Website") and any other product or service offered for sale by Nutritional Concepts Incorporated ("NCI") through the NCI Website. The right to use the NCI Website and any other product or service offered by NCI through the NCI Website is personal to you and is not transferable to any other person or entity.
1. Definitions. The "Service" is the personalized health evaluation, information, shopping and interactive service operated by NCI on the World Wide Web of the Internet accessible through the NCI Website. "Client" means each person who registers to use any of the products or services, or features thereof, of the Service for which registration is required or requested.
2. General. NCI shall have the right at any time to change or discontinue any aspect or feature of the Service, including, but not limited to, content, hours of availability, registration requirements and equipment needed for access or use.
3. Changed Terms. NCI shall have the right at any time to impose, change, or modify its other terms and conditions applicable to use of the Service, or any part thereof, or to impose new terms and conditions. Such changes, modifications, additions, or deletions shall be effective immediately upon notice thereof, which may be given by any reasonable means including, but not limited to, posting on the Service a revised version of this Agreement and notification by electronic or conventional mail. Any use of the Service by the Client after such notice shall conclusively be deemed to constitute acceptance by the Client of such changes, modifications, additions, or deletions. The Client agrees to review the terms and conditions periodically to be aware of such revisions.
4. Client Conduct.
(A) The Service shall be used for lawful purposes only. No material shall be posted on or transmitted which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent or otherwise objectionable, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law. No conduct shall be undertaken that, in NCI's judgment, restricts or inhibits any other user from using or enjoying the Service. Advertising or commercial solicitation may not be posted on or transmitted through the Service by Clients.
(B) The Service contains copyrighted material, trademarks and other proprietary information including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire content of the Service is copyrighted as a collective work under the United States copyright laws. NCI owns a copyright of the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Each third-party content provider owns the copyright in content original to it. No Client may modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content of the Service, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, publication or commercial exploitation of downloaded material from the Service will be permitted without the express-written permission of NCI and any other copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made. Each Client acknowledges that he or she does not acquire any ownership rights by downloading copyrighted material.
(C) No material protected by copyright, trademark or other proprietary right shall be uploaded, posted or otherwise made available by the Client on the Service without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with the Client. The Client shall be solely liable for any damages resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from any uploading, posting or submission.
(D) Each Client hereby grants to NCI a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any message posted in the Service (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed.
(E) Each Client shall provide NCI with accurate, complete and updated information as to his or her name and e-mail address provided by Client at registration.
(F) No Client may (i) select or use a Client name or e-mail address of another person with the intent to impersonate that person; (ii) use a Client name or e-mail address subject to the rights of any person other than the Client without authorization; (iii) use a Client name in violation of the intellectual property rights of any person; or (iv) use a Client name that NCI, in its sole discretion, deems offensive.
(G) The foregoing provisions of this Section 4 are for the benefit of NCI, its affiliates, and third-party content providers and licensors, if any, and each shall have the right to assert and enforce such provisions directly on its own behalf.
5. Third-Party Content. The Service contains content supplied by parties other than NCI. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by such third parties, including information providers and Clients, are those of the respective author(s) or distributor(s) and not of NCI. Neither NCI nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 6 below for the complete provisions governing limitation of liabilities and disclaimers of warranty.) In many instances, the content available through the Service represents the opinions and judgments of the respective information provider or Client, and not of NCI.
6. Disclaimer of Warranty; Limitation of Liability.
(A) EACH CLIENT EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT HIS OR HER SOLE RISK. NEITHER NCI, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, IF ANY, WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE: NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION, SERVICE, [OR MERCHANDISE] PROVIDED THROUGH THE SERVICE.
(B) THE SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
(C) THE DISCLAIMERS OF LIABILITY CONTAINED IN THIS SECTION 6 APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. EACH GUEST SPECIFICALLY ACKNOWLEDGES THAT NCI IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES, INCLUDING CLIENTS AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH EACH CLIENT.
(D) IN NO EVENT WILL NCI OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE SERVICE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR OUT OF THE BREACH OF ANY WARRANTY.
(E) NCI NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT ON THE ONLINE SERVICE, NOR FOR ANY OFFENSIVE, DEFAMATORY, OR OBSCENE POSTING MADE ON THE SERVICE BY ANYONE. UNDER NO CIRCUMSTANCES WILL NCI BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A CLIENT'S RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT AND/OR ANY POSTINGS ON THE SERVICE. IT IS THE RESPONSIBILITY OF EACH CLIENT TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE SERVICE.
(F) NCI DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED BY A THIRD-PARTY THROUGH THE SERVICE AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN ANY CLIENT AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, EACH CLIENT SHOULD USE HIS OR HER BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
(G) EACH CLIENT SPECIFICALLY ACKNOWLEDGES THAT IN NO EVENT WILL NCI, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF (i) THE USE BY SUCH CLIENT OF ANY BROWSER OWNED OR OPERATED BY ANY PARTY AND/OR (ii) THE DOWNLOADING OF ANY SOFTWARE OWNED OR OPERATED BY ANY THIRD-PARTY IN CONNECTION WITH THE SERVICE.
(H) THE INFORMATION CONTAINED ON THIS WEBSITE IS NOT INTENDED AS A SUBSTITUTE FOR MEDICAL ADVICE NOR IS INTENDED TO DIAGNOSE, CURE, MITIGATE, OR TREAT ANY DISEASE. FOR HEALTH PROBLEMS RELATING TO INDIVIDUAL NEEDS, CONSULT YOUR PHYSICIAN BEFORE ADOPTING ANY SUGGESTIONS MADE BY THE WEBSITE.
(I) NO BRAND NAMES OF PRODUCTS MENTIONED ARE INTENDED AS AN ENDORSEMENT OF THESE PRODUCTS. NCI DISCLAIMS ANY LIABILITY ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF THIS WENBSITE, OR ANY PRODUCTS MENTIONED HEREIN.
(J) AS NCI ARCHIVES CLIENT RESULTS FROM ITS WEBSITE HEALTH EVALUATIONS (SOLEY FOR FUTURE CONSULTING PURPOSES WITH A PROSPECTIVE CLIENT), IF AT ANY TIME A CLIENT WISHES TO HAVE HIS/HER RECORDS DELETED FROM NCI’S DATABASE FOR ANY REASON WHATSOEVER, IT WILL BE DONE AS LONG AS THE PROPER NOTIFICATION FROM THAT CLIENT TO NCI IS ISSUED.
7. Monitoring. NCI shall have the right, but not the obligation, to monitor the content of the Service to determine compliance with this Agreement and any other operating rules established by NCI. NCI shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on the Service. Without limiting the foregoing, NCI shall have the right to remove any material that NCI, in its sole discretion, finds to be in violation of the provisions hereof, otherwise objectionable or stale. Notwithstanding this right of NCI, Clients shall remain solely responsible for the content of their messages. Each Client acknowledges and agrees that neither NCI nor any third party content provider shall assume or have any liability for any action or inaction by NCI or any third party content provider with respect to any conduct, communication or posting on the Service.
8. Indemnification. Each Client agrees to defend, indemnify, and hold harmless NCI, its affiliates, and their respective directors, officers, employees, and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of the Service by such Client.
9. Termination. Either NCI or Client may terminate this Agreement at any time. Client's only right with respect to any dissatisfaction with (i) any terms and conditions of this Agreement, (ii) any policy or practice of NCI in operating the Service, or (iii) any content available through the Service or any change therein, is to terminate this Agreement by sending a written notice by e-mail to nutrocon@aol.com. Without limiting the foregoing, NCI shall have the right to immediately terminate this Agreement with respect to any Client in the event of any conduct by Client which NCI, in its sole discretion, considers to be unacceptable, or in the event of any breach by Client of this Agreement. The provisions of Sections 3, 4, 5, 6, 7, 8, and this, Section 9, shall survive termination of this Agreement.
10. Trademarks. Trademarks are registered trademarks of NCI. All rights reserved. All other trademarks appearing on the Service are the property of their respective owners, including, in some instances, NCI.
11. Equipment. Each Client shall be responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for access to and use of the Service, and Clients shall be responsible for all charges related thereto.
12. Privacy. See NCI Privacy Policy.
13. Miscellaneous. This Agreement and any operating rules for the Service established by NCI constitute the entire agreement of the parties with respect to the subject matter hereof, and supercede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.