TERMS OF USE AND CONDITIONS THE NUTRITION FACTORS PROGRAM Nutrition Factors offers a nutrition, fitness, and wellness program. Its turnkey program addresses the components of wellness; wellness assessment, nutrition, fitness, meal planning, recipe database, and behavioral modification and integrates with trackers for monitoring and evaluation. The Nutrition Factors program is customizable to meet personal nutrition, fitness, wellness and coaching needs of members across all demographics, including individuals and families, those for whom fitness is of prime importance, and persons with special needs. GENERAL DISCLAIMER This agreement and terms of use governs the view and use of this website, fitness application, affiliate program, business associates and associated products and services. You may not view, use or access the site if you do not agree with the terms and policies of this company and website. By using this site, you understand that all of the information, content and tools on this website are for your personal use and for general lifestyle purposes only. You also understand that the information provided is based on our opinion, the opinions of our affiliates and associates, or cited from peer reviewed journals, and is not intended nor otherwise implied to be medical advice or take the place of your physician's instructions and treatment plans. Any use of the tools or content on this site is an agreement that legally binds you to the terms of use and conditions of this website. You are solely responsible for your activities, use of the tools on this site, and the information that you share. Use at Your Own Risk-You understand that the content on this website, app, brochures, literature or marketing material are a compilation of opinions from different authors, research paper, journals, and understand that Nutrition Factors does not guarantee the accuracy of such content and tools for completeness or accuracy. As new research emerges and trends change, opinions may change and new opinions formed. You understand and agree to use this website and all related information on or off this website at your own risk. You agree and understand that the content and information supplied by Nutrition Factors to its affiliates should only be used to help you form your own opinion on what is right for you. No Liability and Indemnification-Nutrition Factors does not assume any liability for advice, materials or content posted from affiliates or associated parties that you disagree with or may not be appropriate for your well-being or medical condition The company does not monitor members, coaches or user accounts for accuracy of recipes, public posts or advice from coaches. Users shall indemnify and hold harmless Nutrition Factors and its directors, officers, employees, agents, stockholders, affiliates, subcontractors and customers from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to or resulting from any act or omission of the company or subcontractor. Do not use this site if you do not agree to this indemnification clause or terms of use. Right to Remove Content- Nutrition Factors reserves the right to remove members content or posts that do not fit within company policies or standards for any reason, with or without cause. Continued posting of inaccurate information and content could result in prosecution under State and Federal laws should you be implicated in misuse of the website by violating the terms and conditions on this website. Personal Information- In no event shall Nutrition Factors and its contractors, vendors or sponsors be liable for direct, indirect, consequential, special, exemplary, or other damages related to your personal use of the information, tools, services or products contained within our Website. You post your intellectual and/or personal information at your own risk. Personal Results-You understand and agree that Nutrition Factors and its contractors, vendors or sponsors are not liable, nor assume any liability for unrealized goal achievement. You are responsible for your success. You further understand that personal weight loss results vary from person to person and your results are based upon your own personal effort, body type and metabolism. Unlawful Acts and Age Requirements-You agree to not infringe on the rights of others, conduct any unlawful activity using this site, or engage in fraudulent activities while using this site. You represent that you are at least 18 years old and of sound mind and have the authority to agree to these terms and conditions. MEDICAL DISCLAIMER You understand that the information on this site is not meant to treat, cure, or take the place of any treatment, medication or physician’s instructions or advice. You also understand that the resources and content on this site may not be complete, accurate to current research and pertain to your personal health needs. You understand that you are ultimately the sole person responsible for your health, food choices, allergies, food intolerances and actions. You understand that you should always consult your physician or other healthcare provider first before starting this or any nutrition, fitness, wellness or health program. Before changing your diet or starting an exercise program, consult your physician to see if you are healthy enough to do so. You understand that such information is based upon personal experience and is not a substitute for obtaining professional medical advice. You should also talk with your physician about appropriateness of this information and program and how it could affect your own personal health and medical condition. Nutrition Factors or its affiliates are in no way a substitute for your physician’s medical advice. Use this site at your own risk. Any personal injuries resulting from the use of features, services, coaching are not the responsibility of Nutrition Factors and are your sole responsibility. The nutrition, fitness and wellness advice is not intended to be a substitute for medical advice. The site is for educational and informational purposes only and should only be used accordance to the terms and conditions of this website. FDA DISCLAIMER These statements and information have not been evaluated or approved by the Food and Drug Administration (FDA) and are not necessarily based on scientific evidence from any source. These tools and services on this Website are intended to support general well-being and healthy eating plans are not intended to treat, diagnose, mitigate, prevent, or cure any condition or disease. FTC DISCLAIMER Nutrition Factors discloses that they have relationships with third party vendors to educate, promote, advertise and sell products we feel are of high quality and would appeal to our members. We may receive compensation for such product(s) or service(s) or purchase(s). Information collected during a purchase or transaction, such as your name, address, phone, email address credit card number, billing information and shipping information may be collected by Nutrition Factors, the merchant and our payment processing company and shared. Nutrition Factors takes no responsibility or liability for these independent third party companies. You may be subject to other terms and conditions regarding their policies and procedures. We do not guarantee the completeness of specifications, prices or any services and features. Therefore, we reserve the right to update and correct errors, omissions and inaccuracies without prior notice and without any repercussions. BECOMING A REGISTERED USER You must be at least 18 years of age to create an account, to become a registered user and to use the site. Children under the age of 18 are not permitted to use the website without a parent or guardian. There is no cost to register for a limited free access account. Many features require an account login. Not creating an account precludes you from using certain tools, features and services of the website. It is required that you provide accurate and updated information. Untrue information may result in termination or suspension of your account. Personal Account- You agree to not assign or sell your personal account to anyone without the written permission of Nutrition Factors. Once you have created a free account or subscription account, you will be granted a non-exclusive right to use the site, features and services within the designated membership. You agree to not duplicate the site or exploit the site for personal gain outside of the website. Your user account is for your own personal use and is limited to you and you only. Password Security-You agree not to give out your account information or password. Nutrition Factors is not liable for stolen login information that you have shared with others or failed to protect. Your password protects any personal HIPAA information, if entered into and stored in the website. HIPAA information is encrypted to protect it from unauthorized use. Your password unlocks that protection so you can use it while you are logged in. You agree to change your password as deemed necessary and will notify Nutrition Factors if your account has been breached. Accurate and True Information-In order to participate and publicly share information to the site, you must provide your personal credentials such as; a true and valid name, website URL, and business name. Other information including phone and email, will not be seen by the public, but is recommended should the need arise that we need to contact you. You agree to use the true and accurate identity of yourself or business on your personal profile, and not use aliases. Nutrition Factors reserves the right to discontinue any account should we find that untrue information has been given. Inappropriate Content and Images-You understand and agree that Nutrition Factors does not allow images containing nudity or are that are distasteful. Further, images that demean, degrade or project religious or political intent are not allowed. We also do not allow profanity, defamatory or derogatory statements to be posted to the website(s) or any related social media belonging to Nutrition Factors or its affiliates. Posting content that violate these terms will be removed from the site(s) and can result in loss of your account, portal and all access without notice. You may also be banned from future use of the site(s). Conduct-You must not in anyway intentional damage the website or cause the website to be damaged or impaired. You recognize that placing content in the site that is illegal, abusive, harmful, defamatory, threatening, infringes on the rights of others, or is indecent, damages the goodwill and reputation of Nutrition Factors, and impairs the site(s). You understand and agree that you will be responsible for any damage to the site and fraudulent or criminal offenses of your activity. You understand that you will be held accountable for your actions or damages that you may cause to this website or related accounts. Solicitation-By viewing or using this site, you agree to not solicit members or coaches for your personal gain. Right to Remove and Discontinue-You understand that your personal portal is the property of Nutrition Factors and Nutrition Factors reserves the right to remove, discontinue, change the account for any given reason that we deem necessary. As-Is and Evolving Structure and Content-The features, services, products are provided are “as is” and constantly evolving. Therefore, we make no warrant to the changing content as new research is constantly evolving and updating. We reserve the right to change or discontinue content without notice. Personal Data-Nutrition Factors assumes no responsible to viruses, trojan horses, lost or stolen personal information and data. Do not use this website if you suspect any problems. Nutrition Factors or its affiliates are not responsible for lost profits from service outages, system failures, slow service resulting from the use of this website and other tools. MEMBERSHIP SUBSCRIPTIONS Nutrition Factors offers membership subscriptions on a monthly and yearly basis. You agree to commit to the terms of the subscription for the designated time of the stated subscription. You understand that their might be a penalty for breach of contract and you may not be allowed to receive a refund once you have used or accessed the services and been granted access to privileged intellectual property that you agreed to pay for. Your monthly or annual payment will be billed 30 days from initial subscription date. Single Use Accounts-You agree not to share your account, password or services with others, as the account is unique to you. Each account is a single use account and sharing of accounts is not permitted. You also agree not to use the free single use account to connect to a coach by granting the coach access to your free account by giving our your password. Payment-You agree to keep a valid credit card on file for your subscription. If your card fails, a second attempt will be made within 24 hours. If your card fails again, you will be notified by email and your account will be suspended until a new card is added and payment is completed. You may lose all of your recipes and other information should your account be suspended. You agree to be solely responsible for your membership fees or purchases. Nutrition Factors reserves the right to assess a late fee of $30 for late payments on subscription based products or services. CANCELATION-You understand that your subscription will be on auto renewal until cancelation. Ability to cancel is based on the subscription terms. Nutrition Factors must be notified of your desire to cancel and then your account will be canceled. Email contact@nutritionfactors.com to cancel your account or subscription. If your monthly subscription is not canceled prior to billing, your account will be canceled the following billing cycle. Your account will remain open until the next billing cycle. Yearly subscriptions such as the Full Access account are subject to terms of the contract as Nutrition Factors has allowed for you to make payments over a 12 month period and has granted you access to services and features. You will be expected to fulfill the terms of payment for the full 12 months. If you choose to cancel, the remaining portion of amount owed will be billed to you. Failure to pay the outstanding balance could result in your account being submitted for collections. Right to Change Subscriptions-Nutrition Factors reserves the right to change subscription rights without notice. Nutrition Factors does not credit back fees if you miss canceling prior to the grace period of three days. OWNERSHIP OF CONTENT and INTELLECTUAL PROPERTY Nutrition Factors-Nutrition Factors is the owner of the website, content, trademarks, copyrights and intellectual property or otherwise has the rights to use intellectual property. You as a Member, User, Coache, or Business agree to not transfer, duplicate, copy or distribute intellectual property without written approval from Nutrition Factors. You also agree to not use Nutrition Factors property outside of your personal portal for personal monetary and financial gain, to reproduce, go around or misuse your rights within these terms of use. Members are not owners, employees or independent contractors hired by Nutrition Factors. Members are client and customers of Nutrition Factors granted limited use rights to features and services. Members-Members personal intellectual property is owned by the member. By submitting content, recipes, images and other related media sources, the member grants Nutrition Factors and its affiliates the right to use without limitations. Member acknowledges that the intellectual property they submit may be used on other sites and social media and grants permission to use. Nutrition Factors may ask for modifications or update errors, typos, etc. and member grants permission to enhance or change content if deemed appropriate. Nutrition Factors does not pay for postings, use for posting, royalties, or damages to any said content or intellectual property that might occur from being on a public domain or social media service. VIOLATION OF COPYRIGHT AND INTELLECTUAL PROPERTY Submitting Recipes-If you share recipes, content, courses, give advice or your opinion you understand that the information might be shared to other websites and to social media sites. You agree to allow such information to be shared as Nutrition Factors can’t control the destination of where your information may end up, due to the ability of copying and pasting. You agree to hold Nutrition Factors and its affiliates harmless should your content and images be shared by members or outside sources. Copyrights and Infringements-Pursuant to 17 U.S.C. 512(i) of the United States copyrights act Nutrition Factors does not allow any plagiarism or violation of others copyrights or intellectual property. If you post a recipe, you may not copy and paste someone else's recipe(s) or images from other websites that do not belong to you. All images shared on your website must be owned by you or you must have the right to use the image, recipe or content. Infringing on others copyrights and intellectual property could get you banned from using the website and result in legal issues and fines for you from the legal owner of the intellectual property. Nutrition Factors is not responsible for your violation of infringement of copyright, trademarks or other intellectual property that you post. Be aware that you will be responsible for your actions should you violate these laws. You understand, agree and retain full responsibility for what you post. Consequences-You agree to not copy, paste or transfer any of Nutrition Factors Intellectual Property or represent it as your own. Nutrition Factors reserves the right to investigate misuse, fraud or violations. Nutrition Factors will notify proper authorities of any violations and reserves the right to prosecute intentional misuse of the website or intellectual property. You understand that Nutrition Factors does not monitor all recipes and content and you will notify Nutrition Factors of any misuse. Misuse of Submitted Content-If you believe your literary expression of recipes, images or content may have been violated by members, please notify Nutrition Factors immediately. Nutrition Factors does not or will not tolerate misuse of information belonging to others. You must submit copies of intellectual property that you think are being violated along with the website URL, contact person and overview of the issue. Include your name and telephone number and copyright registration. You will need to verify that we received your complaint. Send request to contact@nutritionfactors.com. Add in the subject line: Content Misuse - Infringement. RESTRICTIONS AND AGREEMENT TO NOT- Provide untrue information Upload photos or content that does not belong to you Violate copyright or any other laws Upload viruses that may destroy or harm the programs or hardware of this website Breach this agreement Duplicate or transfer the content for personal gain outside of this website Circumvent trademarks or trade secrets Post nude photos, defamatory, threatening remarks, stalk or harass members Change your identity Access another members account without permission. Impersonate another member Engage in offensive behavior Misuse or infringe on Nutrition Factors copyrights and trademarks Post slanderous or untrue remarks on social media regarding Nutrition Factors or its affiliates LOST CONTENT You understand that your personal portal is the property of Nutrition Factors and neither Nutrition Factors or its affiliates are responsible for lost content within your portal or on the website. You use the site at your own risk and are solely responsible for any unsaved content, personal health information or recipes. Nutrition Factors reserves the right to update, change, discontinue, modify the website or terms and conditions at any time without notice. CONNECTING TO A COACH Nutrition is the conduit that connects a coach and client together via the Nutrition Factors software. The website should be used for general education and lifestyle and healthy menu plans only, unless created by a Registered Dietitian. In many states menu planning for Medical Nutrition Therapy can only be done by a Registered Dietitian, therefore it is your responsibility to know the credentials of your coach. The Affiliate Coaches using the Nutrition Factors software are Independent Coaches with their own business and are not employees of Nutrition Factors. The relationship between you and a coach is between you the client, and the coach. Nutrition Factors supplies the platform for many types of healthcare professionals with varying education and skills. You may be solicited by an affiliate coach using the platform. It is your responsible to check the credentials of the coach as many States have laws with explicite education and licensure requirements. It is your sole responsibility to vet your coach thoroughly before disclosing any personal information or disbursing payments. In order to connect to a coach, you must have a Core or Full Access Membership and pay the membership fee. Coaching fees are an additional cost to the Core or Full Access Membership. They are set by and billed by the coach. Nutrition Factors is not associated with the individual’s coaching prices. Each coach is an Independent Coach using the Nutrition Factors tools and services. Each coach determines their own pricing structure, challenges and programs. CHECKING CREDENTIALS It is your responsibility to confirm the credentials of any and all healthcare providers you connect and work with. Ask your provider about their accreditation status, licensure, state certification(s), authorization to practice within their scope of practice, and that he/she is recognized as being in good standing by the governing authority. It is your responsibility to determine that the provider, in rendering service, will not violate any ecommerce boundaries or state laws. Each coach is responsible for their own advice, guidance, billing and business practices. The personal opinions and educational advice of the providers, using the system are not governed by Nutrition Factors. Therefore, you connect with a provider or coach at your own risk and liability. If you are dissatisfied with the guidance of the program or coach, discontinue service. You do have the option to connect with a variety of different coaches. You are not locked into any coach, unless you’ve entered into an agreement with the coach for an extended period of time and have an agreement with that coach. The relationship between you and your coach is private. However, you grant Nutrition Factors the right to review your menu plan, personal history or any other personal information that you provide as the company deems necessary. We do this for the purpose to ensure members are protected, not abusing the site or violating any terms and conditions. If you do not want your personal information and personal health information (PHI) shared, DO NOT POST. As with any online platform there is the possibility that your content and PHI may be breached. Nutrition Factors tries its best to protect your information. Nutrition Factors may suggest, recommend and refer coaches. Nutrition Factors does not intervene between a coach and client. Nutrition Factors does not guarantee any results that may have been promised by the coach. Nutrition Factors provides the platform enabling the coach to easily communicate with the client. SHARING OF INFORMATION Nutrition Factors may share your information on your behalf with independent coaches or third party vendors. It is your responsibility to screen coaches for their credentials and services. Nutrition Factors gathers information from forms, products sales and promotions. Signing up for any products or services is voluntary. As you used the site data collected and you agree that your information can be shared. TESTIMONIALS You understand and acknowledge that any and all testimonials from members are strictly the opinion of the members. Claims of outcomes and/or results are personal opinions based on observations from an individual’s experience. Your personal results may vary. If you submit a testimonial to the Nutrition Factors website or social media, you understand that Nutrition Factor may or may not post your content. If the testimonial and image are approved for posting, you acknowledge that it may be used elsewhere, such as on social media, brochures, literature, posters, at conferences or by any affiliates associated with Nutrition Factors. You grant the right to Nutrition Factors and its affiliates to post and promote the image and testimonial anywhere. You also acknowledge that it may be beyond Nutrition Factors or its affiliates to control where the image and testimonials are shared. You release Nutrition Factors and its affiliates of any liability or damages resulting from content disseminatio and repurposing. LIMITATION OF LIABILITY AND DAMAGES The entire extent of liability of Nutrition Factors shall be limited to the amount of access to the website. Cumulative liability will be limited to the amount of membership paid. If you are unhappy with the terms or services of this website, the best practice would be to discontinue the use of the website or app. It is of your own free will and desire to continue to use the website or APP. You agree to indemnify and not hold Nutrition Factors Inc, company directors, officers, staff, employees, contractors and affiliates accountable for any wrongdoing or negligence without limitation for any damages, liabilities, expenses, claims, loss of clients, content, mis-information or misconduct. You also agree to waive the right to bringing any dispute to claim against Nutrition Factors or its affiliates if you view or use this site. Relationships between coaches and clients are between coach and client and Nutrition Factors does not intervene. DISPUTES Any disputes must first be addressed to Nutrition Factors and an effort must be put forth to resolve the dispute. Should the dispute result in a claim against Nutrition Factors the claim must be filed in the State of Utah and governed by the State of Utah. Claims involving the membership price the dispute will be resolved through non-appearance or small claims court. Claims greater than the membership price will be resolved by arbitration with a arbitrator or mediator in the State of Utah. Each party will be responsible for their own attorney fees. However, if Nutrition Factors feels damage to its reputation and that business has been jeopardized, Nutrition Factors reserves the right to seek damages and the damaging party will pay Nutrition Factors Attorneys fees. Nutrition Factors also reserves the right to seek damages for unauthorized use or distribution of property rights and services. PRIVACY Nutrition Factors strives to protect and secure your private and personal information. However, we recommend not to disclose or publish any confidential personal health information on this site that you do not want made public. Nutrition Factors and its affiliates will not be held liable for any breach of confidential information as it has been told to you, not to disclose any information that could potential result in a break of information. The best policy for confidential information is to not disclose it. Nutrition Factors will not be responsible for acts of interruption or forces we cannot control. You understand that Nutrition Factors shares information with independent coaches and healthcare professional and agree to allow Nutrition Factors to share your personal information and refer you to our network of healthcare providers. SECURITY Nutrition Factors is committed to protecting your private information from unauthorized access or disclosure. With any online information there is alway a risk of breach and loss of information. Therefore, the best policy to protect your private personal and health information is to not post any information that you would not want public should there be a breach. Nutrition Factors has integrated a HIPAA compliant platform from a third party. However, malfunctions may occur with any software and potential breaches occur. For this reason, limit your personal online records including your medical history. You are responsible for your personal information that is shared on this site, linked site or to your personal coach. PERSONAL HEALTH INFORMATION This notice covers how your personal and medical information will be used. Nutrition Factors stores limited personal health information on the website. As an individual user you should not disclose any personal information that you would want to be keep confidential. You might be asked to disclose information to help you make better food choices, allergies, food intolerances, medical conditions and to help you determine goals to help you improve your lifestyle. This information is for your personal use and for your coach, (should you choose to connect to a coach). Nutrition Factors website is hosted by a third party company that offers a HIPAA compliant platform. However, with any online services, breaches may happen. Therefore, we warn you not to put any personal or medical information on the website that you want to keep confidential. The personal information that you provide is of voluntary data collections and you do so at your own will and risk. You understand that we may send your personal information to one of our affiliate coaches to connect you to see if there is a need for additional services. Nutrition Factors may also collect data for general use of your IP address and physical location to enhance our marketing abilities of your interests. We uses this data collection to improve your user experience. You may opt out of not having your information shared. THIRD PARTY VENDORS Nutrition Factors works and collaborates with third party vendors for support and resources. You agree to not hold Nutrition Factors or its affiliates responsible for issues arising from third party vendors that may result is loss of information or other damages. The content you share might be used by other members. Nutrition Factors disclaims any responsibility and wrongdoing of its members as we cannot monitor or control information in all accounts. It is your responsibility to contact the party you have the dispute with and resolve it with them. You acknowledge that you have that you understand and have read this terms of use and agree to the stated conditions of use. USE OF COOKIES A “cookie” is a text file that is stored on the user’s computer, it helps us track pages viewed during your online session. We use cookies for marketing purposes. Disabling cookies may cause the site to function improperly. Cookies are not harmful to and do not contain viruses or extract personal information. If Nutrition Factors assigns, establishes joint venture agreements, or sells the company, we reserve the right to assign, transfer, sell any information to the purchasing party.