Terms Of Service Agreement

Last updated: May 24, 2024

These terms of service constitute a legally binding agreement (the “Agreement”) between you and Design Dolce, LLC (“NourishDoc”, “we,” “us,” or “our”) governing your access to and use of our website (the “Site”), our digital wellness platform, our programs, classes, coaching sessions and tools related to lifestage and/or lifestyle related mental, physical, social, financial wellbeing, and services (collectively, the “Services”), and our associated websites, networks, mobile applications, platforms, and related services (collectively, the “NourishDoc Platform”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features (“Supplemental Terms”). All such Supplemental Terms are incorporated by reference into this Terms of Service Agreement (all such Supplemental Terms together with this Terms of Service Agreement, the “Terms”). If this Terms of Service Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such features only.

By entering into this Agreement, you expressly acknowledge that you have read and understand this Agreement, and accept all of its terms and conditions without limitation or qualification. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the NourishDoc Platform.

Please be advised: This Agreement contains provisions that govern how claims you and NourishDoc have against each other can be brought. These provisions will, with limited exception, require you to submit claims you have against NourishDoc to binding and final arbitration on an individual basis, not as a plaintiff or class member in any class, group or representative action, or proceeding.

All individuals who access the NourishDoc Platform, including Coaches, are collectively referred to herein as Users (“Users”).  Any decision by a User to seek, offer, or accept Services is a decision made in each User’s sole discretion. Each Service delivered by a Coach to another User shall constitute a separate agreement for such Services, between the relevant Coach and other User, each subject to this Agreement. NourishDoc disclaims all liability in respect of any Services provided by any Coach on the NourishDoc Platform or through the Services.

The NourishDoc Platform offers Users a portal through which to amplify their health and wellness, but there are certain services and information that we do not offer and that are outside of the scope of the Services:

THE SERVICES OFFER USERS PERSONAL MENTAL, PHYSICAL, EMOTIONAL, SPIRITUAL, SOCIAL, AND FINANCIAL HEALTH COACHING SERVICES AIMED AT IMPROVING YOUR OVERALL HEALTH AND WELLNESS. DO NOT USE THIS SERVICE FOR EMERGENCY MEDICAL NEEDS OR OTHER PROFESSIONAL SERVICE ADVICE. IT IS FOR INFORMATION ONLY. IF YOU ARE EXPERIENCING AN EMERGENCY, PLEASE CALL 911 IMMEDIATELY. YOU UNDERSTAND AND AGREE THAT ANY INFORMATION YOU LEARN FROM THE SERVICES IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, DESIGNED, OR IMPLIED TO: (I) DIAGNOSE, PREVENT, OR TREAT ANY CONDITION OR DISEASE; (II) TO ASCERTAIN THE STATE OF YOUR HEALTH, TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL CARE; (III) TO BE A SUBSTITUTE FOR THE ADVICE OF A FINANCIAL ADVISOR, REGISTERED DIETITIAN, OR MEDICAL PROFESSIONAL. YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THESE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

NO INFORMATION PROVIDED OR SHARED ON THE NOURISHDOC PLATFORM IS INTENDED TO BE, AND MUST NOT BE TAKEN AS, THE PRACTICE OF MEDICINE OR COUNSELING CARE. THIS SERVICE IS NOT INTENDED TO PROVIDE MEDICAL ADVICE, CLINICAL SERVICES, OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING CARE INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, BEHAVIORAL HEALTH COUNSELING, PHARMACY, AND THE PROVISION OF HEALTHCARE ADVICE, DIAGNOSIS, PROGNOSIS, OR TREATMENT RELATING TO ANY MEDICAL OR HEALTH-RELATED CONDITION.

THIS SERVICE IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL OR HEALTH-RELATED CONDITION. DO NOT DISREGARD, AVOID, OR DELAY OBTAINING MEDICAL ADVICE OR TREATMENT FROM YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER DUE TO ANY INFORMATION ACQUIRED ON THE NOURISHDOC PLATFORM. YOUR ACCESS TO OR USE OF THE NOURISHDOC PLATFORM AND THE SERVICES DOES NOT CREATE IN ANY WAY A PHYSICIAN/PATIENT, CONFIDENTIAL, OR PRIVILEGED RELATIONSHIP, OR ANY SIMILAR RELATIONSHIP THAT WOULD GIVE RISE TO DUTIES ON OUR PART. RELIANCE ON ANY INFORMATION ACQUIRED ON THE NOURISHDOC PLATFORM IS SOLELY AT YOUR OWN RISK.

YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER HEALTH CARE PRACTITIONER BEFORE STARTING ANY EXERCISE PROGRAM. THIS IS PARTICULARLY TRUE IF YOU OR YOUR FAMILY HAVE A HISTORY OF HIGH BLOOD PRESSURE OR HEART DISEASE, OR IF YOU HAVE EVER EXPERIENCED DISCOMFORT WHILE EXERCISING. DO NOT USE NOURISHDOC IF YOU ARE PREGNANT UNLESS YOU HAVE RECEIVED PERMISSION FROM YOUR PHYSICIAN. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE!

NOURISHDOC DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PROFESSIONAL SERVICE PROVIDERS, CLINICS, FACILITIES, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION PROVIDED OR SHARED ON THE NOURISHDOC PLATFORM.

BY INDICATING AGREEMENT TO THESE TERMS OF USE OR OTHERWISE ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, INCLUDING THE SITE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF AND, AS APPLICABLE, THE ENTITY THAT YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THESE TERMS OR OTHERWISE ACCESSING OR USING THE SERVICES IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF AN ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY: (i) AGREE THAT THE TERMS “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY AND, AS APPLICABLE, SUCH INDIVIDUAL; AND (ii) REPRESENT AND WARRANT THAT THE INDIVIDUAL ENTERING INTO THESE TERMS HAS THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS ON BEHALF OF SUCH ENTITY.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES.

IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT NOURISHDOC’S THEN-CURRENT FEE FOR SUCH SERVICES, UNLESS YOU OPT OUT OF THE AUTO-RENEWAL/DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH THE DESCRIPTION BELOW.

UNLESS YOU OPT OUT OF ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND NOURISHDOC WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

ANY DISPUTE, CLAIM, OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THESE TERMS.

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY NOURISHDOC IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, NourishDoc will make a new copy of the Terms available at the Site and within the NourishDoc Platform and any new terms will be made available from within, or through, the affected Service on the Site or within the NourishDoc Platform. We will also update the “Last Updated” date at the top of the Terms. Any changes to the Terms will be effective immediately for new users of the Services and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to users. NourishDoc may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.

Intellectual Property

All intellectual property rights in the NourishDoc Platform shall be owned by NourishDoc absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered), and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company, or product names set forth in the NourishDoc Platform are the property of their respective owners, and the use thereof inures to the benefit of each owner. Any use of such other trademarks, logos, service marks, company, or product names is intended to denote interoperability or provide information and does not constitute an affiliation by NourishDoc with any third party or an endorsement or approval by any third party of NourishDoc or its respective products or services.

Coach Terms

If you are a Coach engaged by NourishDoc, you agree to be subject to and abide by the Coach Terms, which shall form part of this Agreement between you and NourishDoc. If you are a Coach who is contracted by or otherwise affiliated with an entity that contracts with NourishDoc to provide NourishDoc access to its employees, you agree to be subject to and abide by the Third Party Coach Terms, which shall form part of this Agreement between you and NourishDoc.

1. Privacy Policy

Our Privacy Policy, available at https://www.nourishdoc.com/privacy-policy, explains our practices regarding the collection, use and disclosure of information that we process in the course of our business, including information we receive through our Services and other online or offline offerings. The Privacy Policy is incorporated by reference into these Terms, so we encourage you to read and understand it.

2. Registration and Your Information

If you want to use certain features of the Services, you’ll have to create an account (“Account”). You can do this via the NourishDoc Platform or the Site or through your account with certain third-party social networking services such as Google or Facebook (each, an “SNS Account”). If you choose the SNS Account option we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access.

It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

In the event that you connect to the Services using an SNS Account, you represent that you are entitled to disclose your SNS Account login information to NourishDoc and/or grant us access to your SNS Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable SNS Account and without obligating NourishDoc to pay any fees or making NourishDoc subject to any usage limitations imposed by such third-party service providers. By granting NourishDoc access to any SNS Accounts, you understand that NourishDoc may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services that you have provided to and stored in your SNS Account (“SNS Content”) so that it is available on and through the Services via your Account. Unless otherwise specified, all SNS Content shall be considered to be Your Content (as defined below) for all purposes of the Terms. Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through your Account. Please note that if an SNS Account or associated service becomes unavailable, or NourishDoc’s access to such SNS Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Services. You have the ability to disable the connection between your Account and your SNS Accounts at any time by accessing the “Settings” section of the Site. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND NOURISHDOC DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNTS. NourishDoc makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and NourishDoc is not responsible for any SNS Content.

3. Classes and Coaching

Via the Services, users can select from a variety of options to participate in one-on-one or group coaching sessions (the “Coaching Services”). These Coaching Services provide instruction and information in fields that include, but are not limited to, mental, physical, social, emotional, team, and financial wellbeing.

When you access the Coaching Services, you understand and agree that you are responsible for entering the session at the set start time and that you will forfeit (and not be eligible for a refund) of any payment or purchases for a scheduled session that you do not attend or enter late. You further agree that you will behave in a professional and courteous manner, that you will not harass, berate or intimidate individuals providing the Coaching Services, and that you will otherwise behave in accordance with these Terms while participating in Coaching Services. You acknowledge and agree that if you do not behave in accordance with the foregoing, your ability to access or use Coaching Services may be terminated.

You acknowledge and agree that NourishDoc and its representatives, including any providers of Coaching Services, are not medical professionals, nutritionists (unless expressly stated otherwise on the Services), psychologists, psychiatrists, psychotherapists, stockbrokers, financial advisors, fiduciaries or certified public accountants (CPAs). You understand and agree that NourishDoc does not perform background checks to confirm licensing or accreditations. You understand and agree that the Coaching Services is provided for informational purposes only and is not intended, designed, or implied to: (i) diagnose, prevent, or treat any condition or disease; (ii) to ascertain the state of your health, to be a substitute for professional medical care; (iii) to be a substitute for the advice of a financial advisor, certified nutritionist, licensed counselor, licensed therapist, or medical professional. No information provided as part of the Coaching Services is intended to substitute for professional medical advice, diagnosis or treatment. You understand and agree that you are solely responsible for your participation in any Coaching Services, including any decisions you make based on information obtained therefrom. If you need medical attention, always seek the advice of your physician or another qualified healthcare provider. Never disregard professional medical advice or delay medical treatment because of information received through the Services. Further, no information provided as part of the Coaching Services should be construed as investment, legal or tax advice. Not all activities described on the Services or Products and not all Coaching Services are suitable for everyone. You should consult with your physician before beginning participating in any Coaching Services that require any physical movement or exertion to ensure you are medically fit to participate. If you engage in this exercise or exercise program, you agree that you do so at your own risk and agree to release and discharge NourishDoc and those providing Coaching Services from any and all claims or causes of action, known or unknown, arising out of any injury sustained while participating in Coaching Services.

4. Purchases and Fees

NourishDoc may offer for purchase access to certain features of the Services on a time limited basis (a “Subscription” and/or certain items, products, features, or services, including Coaching Services on a one-off basis (“Products”). A description of features associated with Subscriptions is available via the Services. When you purchase a Subscription or a Product (each, a “Transaction”), we may ask you to supply additional information relevant to your Transaction, such as your credit card number, the expiration date of your credit card and your address(es) for billing and delivery (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. The amounts due and payable by you for a Transaction through the Services will be presented to you before you place your order. If you choose to initiate a Transaction via the Services, you authorize us to provide your Payment Information to third party service providers so we can complete your Transaction and agree (a) to pay the applicable fees and any taxes; (b) that NourishDoc may charge your credit card or third party payment processing account, including, but not limited to, your account with the app store or distribution platform (like the Apple App Store, Google Play, our web site or the Amazon Appstore) where the mobile application is made available (each, an “App Provider”), for verification, pre-authorization and payment purposes; and (c) to bear any additional charges that your App Provider, bank or other financial service provider may levy on you as well as any taxes or fees that may apply to your order.

You’ll receive a confirmation email after we confirm the payment for your order. Your order is not binding on NourishDoc until accepted and confirmed by NourishDoc as evidenced by such confirmation email. All payments made are non-refundable and final. Subscriptions and Products are non-transferable except as expressly provided in these Terms.

NourishDoc reserves the right to not process or to cancel your order in its sole discretion, including, for example, if your credit card is declined, if we suspect the request or order is fraudulent, or in other circumstances NourishDoc deems appropriate in its sole discretion. NourishDoc also reserves the right, in its sole discretion, to take steps to verify your identity in order to verify your relationship you’re your employer and in connection with your order. You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). NourishDoc will either not charge you or refund the charges for orders that we do not process or cancel.

5. Payments; Promotions, Subscription Autorenewal and Cancellation

NourishDoc may from time to time, and in its sole discretion, provide certain Users with promotional offers, discounts, referral programs, and other rewards programs that may result in different amounts charged for the same Service or Product. You agree that such promotional offers and discounts, unless also made available to you, will have no bearing on your use of the Services or the Charges applied to you.  NourishDoc reserves the right to withhold or deduct any credits, monetary benefits, or other similar benefits obtained through a promotion or program in the event that NourishDoc determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement.  NourishDoc further reserves the right to terminate, discontinue, or cancel any promotions or programs at any time and in its sole discretion without notice to you.

NourishDoc may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any third parties.

All amounts are payable and charged: (i) For Purchases, at the time you place your order; and (ii) For Subscriptions, at the beginning of the Initial Subscription and, because each such Subscription renews automatically for an additional period equal in length to the expiring Subscription term until you cancel it, at the time of each renewal until you cancel, using the Payment Information you provided.

You must cancel your Subscription before it renews to avoid billing of the fees for the next Subscription period. If you purchase your Subscription via the Site, you can cancel the renewal of your Subscription or delete your Account at any time by contacting us by email at [email protected], or, if you purchase your Subscription via an App Provider (such as Apple App Store or Google Play), then through your account with the App Provider. You will not receive a refund for the fees you already paid for your current Subscription period and your Subscription will terminate at the end of the then current Subscription period.

6. Changes to Price Terms for Subscriptions

NourishDoc reserves the right to change its pricing terms for Subscriptions at any time and NourishDoc may not notify you in advance of such changes becoming effective. Changes to the pricing terms will not apply retroactively and will only apply for Subscription renewals after such changed pricing terms have been communicated to you. If you do not agree with the changes to NourishDoc’s pricing terms then you may choose not to renew your Subscription in accordance with the preceding section.

We make no warranty that the Services or Products will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

7. Employer & Group Subscriptions

This Section applies to the extent that you are provided a Subscription through your employer or the employer of a third party or a group (such Subscription, an “Employer Subscription”, the employer providing such Subscription, the “Employer”, and, to the extent you are receiving an Employer Subscription through a third party, such third party, the “Third Party Employee” ). If you are provided an Employer Subscription, you will receive registration and eligibility information regarding activation of the Employer Subscription from the Employer. You may no longer be eligible to access the Services through the applicable Employer Subscription in the event that your employment with the Employer or, as applicable, the Third Party Employee’s employment with the Employer, terminates and NourishDoc will have no obligation to continue to provide the Services. In addition anyone else authorized to access and use the Services through an Employer Subscription provided to them as a result of your employment with an Employer may no longer be eligible to access the Services through the applicable Employer Subscription and all such access to the subscribed portion of the Services may terminate immediately upon the termination of your employment unless you purchase a Subscription for such portions of the Service in your individual capacity. In the event of termination of your Employer Subscription, your Account may be transferred to a personal Account and you, your family and friends may purchase individual Subscriptions independently of your employer. No refunds of fees will be given for Subscriptions cancelled prior to the end of the term. Any additional Subscriptions for your personal use for family and friends that are accessed through your employee Subscription will also terminate with the termination of your employment.

Your employer may offer rewards for challenges initiated through the Services. NourishDoc does not offer any rewards for participation in the Services and bears no responsibility for awards offered by employers. All such rewards are offered and fulfilled at the employer’s discretion. NourishDoc will not be liable for any failure by an employer to provide rewards or any liability arising from such awards.

8. Future Functionality

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by NourishDoc regarding future functionality or features.

9. Feedback

We welcome feedback, comments and suggestions for improvements to the Services or Products (“Feedback”). You can submit Feedback by emailing us at [email protected] You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

10. Content and Content Rights

10.1 For purposes of these Terms, “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services. You represent and warrant that you have all necessary right, title, interest, authorizations, and permissions to: (i) upload, post, or otherwise make available (“Make Available”) any materials that you provide through the Services (“Your Content”); (ii) grant the rights, licenses, and permissions granted hereunder with respect to any data, content, information, or feedback, including Your Content; and (iii) access, and permit NourishDoc to access on your behalf, any third party platform that is integrated with the Services.

You acknowledge that all Content, including Content provided through the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not NourishDoc, are entirely responsible for Your Content, and that you and other users of the Services, and not NourishDoc, are similarly responsible for all Content that you and they Make Available through the Services.

NourishDoc reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the NourishDoc; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or (e) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.

11. User Submissions Media Agreement

By using the NourishDoc Platform and participating in the Services, you agree to the User Submissions Media Agreement, which shall form part of this Agreement between you and NourishDoc. This agreement contains specific terms relating to how NourishDoc may use content created and submitted by you to NourishDoc, including with respect to intellectual property rights, licenses, and publicity rights.  It further allows NourishDoc to publicize and commercially use your name, likeness, image, appearance, voice, professional and personal biographical information, and personal characteristics that you have provided to us.

12. Content Ownership

NourishDoc and its licensors exclusively own all rights, title and interest in and to the Services and Content, other than Your Content, including all associated intellectual property rights therein or thereto. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content, other than Your Content.

13. Rights Granted by You

By using the Services User (i) acknowledges and agrees that the performance of Services, including video and audio of User, may be recorded by NourishDoc and such recordings will constitute Content (such recordings of User and any intellectual property rights User may have in such recordings are referred to in these Terms as “User Content”), (ii) consent to such recording, and (iii) grant to NourishDoc a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, sublicensable and transferable license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and otherwise exploit any User Content in connection with operating and providing the Services. You understand and agree that the standards set forth in Section 16 (Prohibitions) will also apply to your behavior on any third party service.

14.   Rights Granted by NourishDoc

Subject to your compliance with these Terms, NourishDoc grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your personal use and to view the Content within the NourishDoc Platform solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

15. Mobile Applications

We make available Mobile Applications to access the website and Services via a mobile device. To use the Mobile Application you must have a mobile device that is compatible with the mobile service. We do not warrant that the Mobile Application will be compatible with your mobile device. We hereby grant to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that we may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and we and our third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Application.

The following additional terms and conditions apply with respect to any Mobile Application that we provide to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):

• You acknowledge that these Terms are between you and NourishDoc only, and not with Apple, Inc. (“Apple”).
• Your use of our iOS App must comply with Apple’s then-current App Store Terms of Service.
• We, and not Apple, are solely responsible for our iOS App and the Services and content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.
• You agree that we, and not Apple, are responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to us as provider of the iOS App.
• You agree that we, and not Apple, are responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.
• You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
• You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
• The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to your license of our iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS App as a third-party beneficiary thereof.

The following additional terms and conditions apply with respect to any Mobile Application that we provide to you designed for use on an Android-powered mobile device (an “Android App”):

• You acknowledge that these Terms are between you and NourishDoc only, and not with Google, Inc. (“Google”).
• Your use of our Android App must comply with Google’s then-current Android Market Terms of Service.
• Google is only a provider of the Android Market where you obtained the Android App. We, and not Google, are solely responsible for our Android App and the Services and content available thereon. Google has no obligation or liability to you with respect to our Android App or these Terms.
• You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to our Android App.

You must also comply with all applicable third-party terms of service when using the App.

16. Prohibitions

You agree not to do any of the following:

• Post, upload, publish, submit, transmit or otherwise make available any Content that:
• Use, display, mirror or frame the Services, or any individual element within the Services, NourishDoc’s name, any NourishDoc trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without NourishDoc’s express written consent;
• Access, tamper with, or use non-public areas of the Services, NourishDoc’s computer systems, or the technical delivery systems of NourishDoc’s providers;
• Attempt to probe, scan, or test the vulnerability of any NourishDoc system or network or breach any security or authentication measures
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by NourishDoc or any of NourishDoc’s providers or any other third party (including another user) to protect the Services;
• Attempt to access or search the Services or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by NourishDoc or other generally available third party web browsers;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation
• Use any meta tags or other hidden text or metadata utilizing a NourishDoc trademark, logo URL or product name without NourishDoc’s express written consent;
• Use the Services for any commercial purpose or the benefit of any third party or in any manner not expressly permitted by these Terms; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus overloading, flooding, spamming, or mail-bombing the Services;
• Collect or store any personally identifiable information from the Services from other users of the Services without their express permission
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content or behavior to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

17. Links to Third Party Websites or Resources; Use of Third Party Services

The Services and Apps may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources. Additionally, certain Coaching Services or events put on by NourishDoc may be provided on a third party service. We are not responsible for the performance of any such third party services. You may be required to create an account on such services or agree to terms with the provider of such services. Any use of such third party services is subject to any agreement or terms between you and the provider thereof. You agree that, at all times while using such third party services in connection with Coaching Services or an event put on by us, to adhere to and act in accordance with the terms and conditions of these Terms.

18. Interactions with Other Users

You are solely responsible for your communications and interactions with other users of the Services and any other parties with whom you interact; provided, however, that NourishDoc reserves the right, but has no obligation, to intercede in such disputes. You agree that NourishDoc will not be responsible for any liability incurred as the result of such interactions.

The Services may contain Content provided by other users. NourishDoc is not responsible for and does not control such Content. NourishDoc has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, such Content. Any Content accessed through (or downloaded from) NourishDoc is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the Services, or any other loss that results from accessing such Content.

19. Termination

Termination by Us

We may terminate your access to and use of the Services, your Account or these Terms, at our sole discretion, at any time and without notice to you.

Termination by You

Effect of Termination

In the event of any termination or expiration of this Agreement, the following sections of this Agreement will survive and still apply: NourishDoc Terms of Service, The NourishDoc Platform, Dispute Resolution and Arbitration Agreement, Limitation of Liability, Disclaimers, Indemnification, Confidentiality, Warranties and Agreements, Coach Terms, Third Party Provider Terms, Payment Policy, Copyright Policy, Intellectual Property, User Submissions Media Agreement, Waiver, Severability and Survival, Privacy Policy, Suspension and Termination, and Entire Agreement.

20. No Warranty; Disclaimers

THE SERVICES, PRODUCTS AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE MAKE NO WARRANTY THAT THE SERVICES, PRODUCTS OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY SERVICES, PRODUCTS OR CONTENT.

YOU ACKNOWLEDGE AND AGREE THAT NOURISHDOC AND ITS REPRESENTATIVES, INCLUDING ANY PROVIDERS OF COACHING SERVICES, ARE NOT NUTRITIONISTS, MEDICAL PROFESSIONALS, PSYCHOLOGISTS, PSYCHIATRISTS, PSYCHOTHERAPISTS, STOCKBROKERS, FINANCIAL ADVISORS, FIDUCIARIES OR CERTIFIED PUBLIC ACCOUNTANTS (CPAS) AND AS FURTHER DESCRIBED IN SECTION 3, NOURISHDOC HEREBY DISCLAIMS ALL LIABILITY FOR ANY INJURY SUSTAINED OR ANY CHOICES OR DECISIONS YOU MAKE RESULTING FROM YOUR PARTICIPATION IN THE COACHING SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NOURISHDOC OR THROUGH THE SERVICES, INCLUDING THE COACHING SERVICES IS INTENDED TO SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT OR WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN AND NOURISHDOC BEARS NO RESPONSIBILITY OR LIABILITY FOR UNDESIRABLE OUTCOMES. ANY ACTIONS YOU TAKE BASED ON YOUR INTERPRETATION OF THE INFORMATION PROVIDED ON THE SERVICES OR IN ANY COACHING SERVICES ARE YOURS ALONE. NOURISHDOC MAKES NO PROMISES OR GUARANTEES THAT ANY COURSE OF ACTION TAKEN BASED ON INFORMATION RECEIVED THROUGH THE SERVICES WILL ACHIEVE ANY PARTICULAR RESULT OR DESIRED OUTCOME. NOURISHDOC HEREBY DISCLAIMS ALL LIABILITY FOR, AND YOU WILL NOT HOLD NOURISHDOC, ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDER LIABLE FOR ANY POSSIBLE CLAIM FOR DAMAGES ARISING FROM ANY DECISION YOU MADE BASED ON INFORMATION RECEIVED THROUGH THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

21. Indemnity

You will indemnify and hold harmless NourishDoc and its officers, directors, employees, advisors and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content or (ii) your violation of these Terms.

22. Limitation of Liability

NEITHER NOURISHDOC NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, PRODUCTS OR CONTENT, INCLUDING THE COACHING SERVICES, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OR PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, PRODUCTS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NOURISHDOC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL NOURISHDOC’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE GREATER OF THE AMOUNTS YOU HAVE PAID TO NOURISHDOC HEREUNDER AND FIFTY DOLLARS ($50), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO NOURISHDOC, AS APPLICABLE. THE EXCLUSION AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NOURISHDOC AND YOU.

23. Governing Law

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

24. Dispute Resolution

Agreement to Arbitrate

You and NourishDoc agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services, Products or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide NourishDoc with written notice of your desire to do so by email at [email protected] within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide NourishDoc with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide NourishDoc with an Arbitration Opt-out Notice, will be the state and federal courts located in the state of NourishDoc’s principal place of business and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide NourishDoc with an Arbitration Opt-out Notice, you acknowledge and agree that you and NourishDoc are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and NourishDoc otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

 A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration form and a separate form for Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and NourishDoc otherwise agree, the arbitration will be conducted in the county where the company is headquartered (San Mateo County, California). If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and NourishDoc submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. NourishDoc will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Arbitration Fees

 Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $5,000, NourishDoc will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

 Notwithstanding the provisions of the sections above, if NourishDoc changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email protected]) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of NourishDoc’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and NourishDoc in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

25. International Users

The Services can be accessed from countries around the world. The Services are controlled and offered by NourishDoc from its facilities in the United States of America. NourishDoc makes no representations that the Services are appropriate or available for use in all locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law

26. Procedure for Making Claims of Copyright Infringement

It is NourishDoc’s policy to terminate membership privileges of any user who repeatedly infringes copyright upon prompt notification to NourishDoc by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our copyright agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Site or Mobile Application of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) 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; and (f) 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. Contact information for NourishDoc’s copyright agent for notice of claims of copyright infringement is as follows: [Include name or title, and physical address of copyright agent.

27. General Terms

These Terms constitute the entire and exclusive understanding and agreement between NourishDoc and you regarding the Services, Products and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between NourishDoc and you regarding the Services, Products and Content. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Arbitration” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without NourishDoc’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. NourishDoc may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the Mobile Application nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the NourishDoc Platform you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Any notices or other communications provided by NourishDoc under these Terms, including those regarding modifications to these Terms, will be given: (i) by NourishDoc via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

NourishDoc is located at the address in Section 28. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

NourishDoc’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of NourishDoc. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

28. Contact Information

If you have any questions about these Terms or the Services or Products, please contact NourishDoc at [email protected].