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TERMS OF USE

Effective as of January 2013


IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“You”) AND LIFESTYLE MEDICINE INSTITUTE LLC (“We” or “LMI”).  YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF USE AGREEMENT (“AGREEMENT”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THIS WEBSITE, FOUND AT WWW.CHIPHEALTH.COM, AND ANY RELATED VIDEOS, MATERIALS, GAMES OR OTHER INFORMATION AVAILABLE THROUGH THE WEBSITE (COLLECTIVELY, THE “WEBSITE”).  LMI IS WILLING TO LICENSE THE USE OF THE WEBSITE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.


TERMS AND CONDITIONS


1. LICENSE GRANT.  This Agreement provides You with a limited, non-exclusive, non-transferable, and non-sublicenseable license to use the Website solely for your personal use or your internal business purposes.

2. LICENSE RESTRICTIONS.  The foregoing license is limited.  You therefore may not (i) use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the Website (or any part thereof) in any manner not expressly permitted by this Agreement, (ii) reverse engineer, decompile, disassemble, translate, or create any derivative work of the Website (or any part thereof); (iii) access, link to, or use any source code from the Website (or any part thereof) or (iv) erase or remove any proprietary or intellectual property notice contained in or on the Website (or any part thereof).  In addition, You acknowledge and agree that exceeding the scope of the license herein shall be a material breach of this Agreement and subject to the termination provisions set forth herein.

3. USER OBLIGATIONS.  Subject to LMI’s right to monitor or audit compliance, You acknowledge and agree that it is solely your responsibility to maintain your compliance with the terms and conditions of this Agreement.  By accessing or using the Website, You also agree to be responsible for and to abide by all applicable local, state, national, and international laws, regulations, rules, and guidelines with respect to your use of the Website.  In addition, You agree to assume all responsibility for your use, and the results of your use, of the Website, including meeting any requirements of your contracts with third parties or other persons.

4. PROPRIETARY RIGHTS.  The contents of the Website, including all software, design, text, graphics, images, photographs, illustrations, audio and video material, artwork, databases, user interfaces, visual interfaces, sounds, artwork, computer code (including html code), products, information, and documentation, as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of the Website (collectively, “Material”) unless otherwise indicated, are owned, controlled, and licensed by LMI or its licensors.  Any rights granted hereby are expressly licensed.  LMI does not grant any implied right to You or any other person and does not transfer or assign any ownership or intellectual property interest or title in or to the Website (or any part thereof) to You or anyone else.  Accordingly, your unauthorized use of the Website (including any Material) may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes.  The Website and Material is Copyright © 2012-2013 Lifestyle Medicine Institute LLC and/or its licensors.  You must not alter, delete or conceal any copyright or other notices contained on the Website or Material, including notices on any audio/visual material You access, download, transmit, display, print or reproduce from the Website.  You shall not, nor will You allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Material without the express prior written consent of LMI or its owner if LMI is not the owner.  LMI, CHIP and all other names, logos, and icons identifying LMI and its products and services are proprietary trademarks of LMI, and any use of such marks, including, without limitation, as domain names or account identifiers, without the express written permission of LMI is strictly prohibited.  Other product and company names mentioned herein or on the Website may be the trademarks and/or service marks of their respective owners.

5. LINKS TO OTHER SITES.  LMI may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services.  These sites have not necessarily been reviewed by LMI and are maintained by third parties over which LMI exercises no control.  Accordingly, LMI expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites.  Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.  Your transactions and other dealings with third party merchants or advertisers that are found on or through the Website, including “click to purchase,” “co-registration,” and other similar programs, including payment and delivery of related goods or services, are solely between You and such merchant or advertiser.

6. SHOPPING.   LMI offers certain e-commerce services including the ability to purchase goods and services via the CHIP store located on the Website at www.chiphealth.com (“CHIP Store”).  Additional terms apply to your use and access of the CHIP store and the terms are Additional Terms and incorporated herein by reference.

7. FEEDBACK.  LMI welcomes your feedback and suggestions about LMI’s products or services or with respect to how to improve the Website.  But, by transmitting any feedback or suggestions and any related information, material, or other content (collectively, “feedback”) to LMI, You represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey such feedback to LMI.  In addition, any feedback received by LMI will be deemed to include from You a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for LMI to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such information, material, or content, and You hereby waive any claim to the contrary.

8. REPRESENTATIONS AND WARRANTIES.  You represent and warrant to LMI that (i) You are at least the legal age of majority, (ii) You are authorized to enter into this Agreement, (iii) You will access and view the Website and the Materials for your personal, non-commercial use only; (iv) You will not use the Website or the Materials for any purpose or in any manner that violates any law or regulation or that infringes the rights of LMI or any third party; (v) any information or data provided to LMI by You will not violate any law or regulation or infringe the rights of LMI or any third party; (vi) all information that You provide to us in connection with the Website (e.g., name, e-mail address, and/or other information) is true and accurate; and (vii) You are authorized and able to fulfill and perform the obligations and meet the conditions of a user as specified herein.

9. WARRANTY DISCLAIMERS.

a. NO MEDICAL ADVICE.  NEITHER LMI NOR THE WEBSITE PROVIDES MEDICAL ADVICE. THE WEBSITE IS FOR CONSUMER EDUCATIONAL USE ONLY. NOTHING CONTAINED IN THIS WEBSITE IS OR SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL ADVICE, DIAGNOSIS OR TREATMENT.  THIS WEBSITE, INCLUDING THE MATERIAL AND ANY RELATED SERVICES OR INFORMATION, DOES NOT CONSTITUTE THE PRACTICE OF ANY MEDICAL, NURSING OR OTHER PROFESSIONAL HEALTH CARE ADVICE, DIAGNOSIS OR TREATMENT.  ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS REGARDING PERSONAL HEALTH OR MEDICAL CONDITIONS.  IF YOU HAVE OR SUSPECT THAT YOU HAVE A MEDICAL PROBLEM OR CONDITION, PLEASE CONTACT A QUALIFIED HEALTH CARE PROFESSIONAL IMMEDIATELY.

b. NO ENDORSEMENT. LMI DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC PHYSICIANS, PRODUCTS, PROCEDURES, OPINIONS OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE WEBSITE, INCLUDING IN ANY MATERIALS. RELIANCE ON ANY INFORMATION PROVIDED BY THE WEBSITE, THE MATERIALS, OR ANY LMI EMPLOYEES OR OTHERS APPEARING ON THE WEBSITE OR IN ANY MATERIALS IS SOLELY AT YOUR OWN RISK.

c. THE WEBSITE AND MATERIALS ARE PROVIDED “AS-IS”.  LMI DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE WEBSITE OR MATERIALS IN TERMS OF AVAILABILITY, ACCURACY, RELIABILITY, CURRENTNESS, COMPLETENESS, FUNCTIONALITY, INTENDED PURPOSE, OR OTHERWISE.  LMI ALSO DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR MATERIALS WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS.  THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE IS WITH YOU.  THE WEBSITE, THE MATERIALS AND ANY ASSOCIATED INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND LMI HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY.  You acknowledge and agree that LMI shall not be liable or responsible for any claim, damage, or loss resulting from a cause beyond LMI's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions.  MOREOVER, YOU AGREE THAT IN NO EVENT SHALL LMI BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, FOR LOST DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE, OR FOR ANY INFORMATION OR MATERIALS AVAILABLE THROUGH THE WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF LMI HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.  WITHOUT LIMITATION OF THE FOREGOING, TOTAL LIABILITY OF LMI FOR ANY REASON WHATSOEVER RELATED TO USE OF THE WEBSITE, RESULTS FROM USE OF THE WEBSITE, OR FOR ANY CLAIMS RELATING TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00 USD).

11. GOVERNING LAW.  This Agreement has been made in and will be construed and enforced solely in accordance with the laws of the State of California, U.S.A., as applied to agreements entered into and completely performed in the State of California.  The state or local courts in the State of California will have exclusive jurisdiction and venue over all controversies in connection with this Agreement, and You hereby consent to such exclusive and personal jurisdiction and venue.  Any claim You might have against LMI must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred.  In addition, You agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement and that each party has the right to seek attorneys’ fees in any proceeding.  You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this Agreement and is hereby disclaimed. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other documents and records originally generated and maintained in printed form.  Please contact LMI if You wish to receive a printed copy of this Agreement.

12. ENFORCEMENT.  LMI wishes to maintain the Website as a helpful resource for all of its users.  As it relates to LMI, You therefore have no reasonable expectation of privacy while using the Website because LMI reserves the right to view, monitor, and/or record activity on the Website (in accordance with applicable law) and to comply with government or court appointed authorities when necessary.  Actual or attempted unauthorized use of the Website may also result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law.  You shall therefore not, nor shall You permit any third party to, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure established by LMI for use of or with the Website.  Moreover, You also acknowledge that any breach, threatened or actual, of this Agreement by You may cause irreparable injury to LMI and/or its licensors, such injury would not be quantifiable in monetary damages, and LMI and/or its licensors would not have an adequate remedy at law.  You therefore agree that LMI and/or its licensors (or on their behalf) shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement.  Accordingly, You hereby waive any requirement that LMI or its licensors post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to LMI to enforce any provision of this Agreement.

13. PRIVACY.  We respect your privacy and the use and protection of your personally identifiable information. Please see our Privacy Policy for important information and disclosures relating to the collection and use of your personally identifiable information in connection with your use of the Website.

14. TERMINATION.  LMI also reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraud, illegal activity, or actions or omissions that violate any term or condition of this Agreement, to terminate this Agreement with You (including any registered account) in order to protect its name, business, or goodwill and/or any other user.  You acknowledge and agree that LMI shall have the sole right to determine in its reasonable discretion whether You are engaging in any unauthorized activity and/or violating any term or conditions of this Agreement.  LMI shall also not be responsible or liable for any damages or loss, such as loss of sales or profits, as a result of any termination of this Agreement in accordance with this section.  You may also terminate at any time by ceasing to use the Website.  But, all applicable provisions of this Agreement will survive termination, as outlined below.  Any licenses from LMI and any right to use the Website shall immediately cease upon termination of this Agreement.  The provisions concerning feedback, LMI’s ownership rights, representations and warranties, warranty disclaimer, limitation of liability, governing law, enforcement, termination, and the miscellaneous terms will survive the termination or expiration of this Agreement for any reason.

15. MISCELLANEOUS.  The relationship between You and LMI is and shall be that of independent contractors and nothing in this Agreement shall be construed or used to create or imply any relationship of partners, joint venturers, or employer and employee.  You may not assign or otherwise transfer this Agreement or the license granted hereunder or delegate any of your duties specified herein, in whole or in part, without LMI's prior written consent.  Any attempt of assignment, delegation, or transfer in violation of this Agreement shall be void, of no effect, and a material breach of this Agreement.  Notwithstanding the foregoing, LMI may assign this Agreement in whole or in part.  Moreover, LMI may delegate its rights and responsibilities or use contractors or agents to fulfill its obligations under this Agreement.  Failure by LMI to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of that or any subsequent default or failure of performance.  In the event any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, You agree that unless it materially affects the entire intent and purpose of this Agreement, the invalidity, voidness, or unenforceability shall affect neither the validity of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision.  Headings are for convenience only and have no legal or contractual effect.  This Agreement and LMI’s Privacy Policy, which is hereby incorporated by reference as if set forth fully herein, represent the entire agreement between You and LMI with respect to subject matter herein, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and LMI with respect to the Website.  Please note that LMI reserves the right to change the terms and conditions of this Agreement and by which the Website is extended to You by providing You in writing or electronically a copy of such revised terms (or notice thereof).  LMI also has the exclusive right to provide updates, upgrades, and/or changes to any aspect of the Website at any time.  Your continued use of the Website following any such change to such Website will be deemed acceptance of any change to this Agreement or the Website.