User Terms and Conditions

These NutriStyle, Inc. (“we”, “our”, “us”) User Terms and Conditions (“Terms”) apply to your (“User”, “you”, “your”) use of NutriStyle’s Services (the “Services”) you have accessed via our software application (the “App”), through a desktop, laptop, or mobile device. The Terms apply to your use, whether the App is using NutriStyle branding and trade dress, or using the branding and trade dress of a NutriStyle business customer. The Services include but are not limited to the App’s Meal Creator and Care Manager modules, and may include services provided by third parties pursuant to an agreement with NutriStyle. By accessing the App you agree to the following Terms (the “Agreement”).

THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE ANY DISPUTE WITH US THROUGH MEDIATION AND WITHOUT A JURY TRIAL, ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION.

Acceptance of Terms

These Terms govern your access to and use of the App provided by NutriStyle. PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE APP, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 13 YEARS OF AGE AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT OR YOU ARE UNDER 13 YEARS OF AGE, YOU MAY NOT ACCESS OR USE THE APP. Certain features of the App may be subject to additional guidelines, terms, or rules, which will be posted on the App in connection with such features. All such additional terms and the (“NutriStyle Privacy Policy“) are incorporated by reference into this Agreement. Capitalized terms not defined in the body of this Agreement will have the meanings set forth in the NutriStyle Privacy Policy.

1. Disclaimer

YOUR USE OF OUR SERVICES IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. NUTRISTYLE PROVIDES ALL INFORMATION ON THE APP, INCLUDING NUTRITION INFORMATION, FITNESS INFORMATION, AND INFORMATION RELATING TO MEDICAL AND HEALTH CONDITIONS, FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND NOT AS MEDICAL ADVICE. NUTRISTYLE DOES NOT ASSUME ANY LIABILITY FOR INACCURACIES, OMISSIONS, OR MISSTATEMENTS RELATING TO SUCH INFORMATION. INFORMATION ON THE APP IS NOT INTENDED AS A SUBSTITUTE FOR THE ADVICE PROVIDED BY A HEALTHCARE PROFESSIONAL. YOU SHOULD NOT USE SUCH INFORMATION AS MEDICAL ADVICE OR FOR THE DIAGNOSIS OR TREATMENT OF A HEALTH PROBLEM, DISEASE, OR OTHER MEDICAL CONDITION. ALWAYS CONSULT A HEALTHCARE PROFESSIONAL BEFORE MAKING ANY CHANGES TO YOUR DIET OR EXERCISE REGIMEN.

2. User Access

We may require you to enter information to gain access to certain resources and elements of the App. You will provide current information to keep it true, accurate, and complete. You will be responsible for all activities that occur while you access the App. You will not: (a) provide any false personal information as part of your access information or in connection with the App; (b) access the App for anyone other than yourself or a family member or other person who has granted you authority to access the App on their behalf; (c) access or use the App with more than one identity at any given time; (d) transfer your access to anyone else; (e) permit others to use your access; (f) use or access other persons’ accounts; or (g) provide access to any individual who is under the age of 13.

3. User Content

3.1 License

You hereby grant NutriStyle an irrevocable, non-exclusive, royalty-free and fully paid, worldwide, transferable license, with the right to sublicense through multiple tiers, to reproduce, distribute, modify, publicly display, publicly perform, prepare derivative works of, transmit, and otherwise use (a) your Public Content in any manner and for any purpose and (b) your User Content for the purposes of providing you and other users the Services. “User Content” means any and all submissions, assessments, entries, and other content and information that a user submits to, posts on, or makes available to the App, but excluding Public Content. “Public Content” means any and all messages, comments, and other content and information that a user submits to, posts on, or makes available to the Public Areas. User Content and Public Content sometimes are referred to herein together as “Content”. You represent and warrant that: (a) you have the right to grant the foregoing license and to post and submit the User Content and Public Content; and (b) the User Content and Public Content will not infringe, misappropriate, or violate any third party rights (including any intellectual property rights). You are solely responsible for your User Content and Public Content.

3.2 User Guidelines

You represent, warrant, and agree that:

• you will comply with all applicable laws, including privacy laws and intellectual property laws;
• you will not post inappropriate, inaccurate, untruthful, or objectionable content to the App;
• you will not bully, harass, or advocate harassment of another user or person;
• you will not solicit passwords or Personal Data of any kind for commercial or unlawful purposes from other users, or engage in commercial activities and/or sales such as contests, sweepstakes, barter, advertising, and pyramid schemes;
• you will not post content that contains “junk mail” or “chain letters”;
• you will not post content that is obscene or that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual;
• you will not post or upload any virus, time bomb, worm, corrupted file, or other software routine capable of disrupting, disabling, or harming the operation of, or providing unauthorized access, to the App;
• you will not use the App to do or promote anything that is unlawful, illegal, misleading, defamatory, or libelous;
• you will not promote, or upload or post anything that contains, an illegal and/or unauthorized copy of another person’s copyrighted work (whether marked as such or not).
• If you violate the guidelines listed above, any other user guidelines posted on the App, the terms of this Agreement, or if NutriStyle believes that any of your conduct or content is offensive or illegal, violates the rights of, harms, or threatens the safety of third parties, or may create liability for NutriStyle or third parties, NutriStyle reserves the right (but is not obligated) to investigate and take appropriate legal action in its sole discretion, including removing such content from the App, notifying the appropriate authorities regarding the source of such content, barring you from accessing the App, and terminating any Account you may have with NutriStyle.

3.3 Public Content Advisory and Disclaimer

You acknowledge that all Public Content publicly posted and all User Content privately transmitted to you, is the sole responsibility of the person who originated such content. We may, but are not required to monitor or control the content posted via the App, and we do not take responsibility for such content. Any use or reliance on any Public Content or User Content or materials posted via the App or which you obtain through the Services is at your own risk.  We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the App or endorse any opinions expressed via the App. You understand that by using the App, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the App.

3.4 Other Usage Restrictions

You may not do any of the following while accessing or using the App: (i) access, tamper with, or use non-public areas of the App, NutriStyle’s computer systems, or the technical delivery systems of NutriStyle ‘s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the App by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by NutriStyle (and only pursuant to those terms and conditions); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the App to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the App, or by scripting the creation of content in a manner that interferes with or creates an undue burden on the App.

4. Proprietary Rights

4.1 Use of the App

Subject to these Terms, NutriStyle grants you a limited, non-exclusive, non-transferable, revocable license to access and use the App solely for your personal, non-commercial purposes while this Agreement remains in effect. The App is solely for your personal informational purposes. If there is any commercial interest in the App or Services, permission to use any of NutriStyle’s Services or App requires an express agreement in writing in conjunction with Section 17 below and this Agreement. Please inquire through the App for any commercial needs. There is strictly and absolutely no commercial uses of the NutriStyle Services or App without express written authorization and approval from NutriStyle. You will not: (a) permit any third party to access or use the App; (b) rent, lease, loan, sell, license, or transfer the App to any third party or exploit the App for commercial purposes; (c) interfere with, disrupt, alter, translate, or modify the App, or create an undue burden on the App or the networks or services connected to the App; (d) reverse engineer, decompile, disassemble, or reverse compile the App; or (e) introduce software or automated agents or scripts to the App so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the App. This license is for the sole purpose of enabling you to use and enjoy the benefit of the App, solely in the manner permitted by these Terms.

4.2 Ownership

NutriStyle and its licensors own the App, all App Content (except Personal Data as defined in the NutriStyle Privacy Policy), and all intellectual property rights relating to the App and such App Content as so limited. Any unauthorized reproduction, modification, distribution, transmission, display, scrape, or performance of any portion of the App, or any other content contained in the App is strictly prohibited. NutriStyle and its licensors reserve all rights not expressly granted under this Agreement. There are no implied licenses in this Agreement.

4.3 Feedback

NutriStyle will treat any suggestions, comments, or feedback relating to NutriStyle’s business, services, and products (“Feedback”) that you provide as non-confidential and nonproprietary. You hereby grant NutriStyle the irrevocable, worldwide, fully transferable and sublicensable right to use and exploit any Feedback that you provide in any manner and for any purpose without any obligation to compensate you.

5. Third Party Websites and Services

Our App may contain links to Internet sites and services maintained by third parties. These links are provided for your reference only. We do not control, operate, or endorse in any respect information, products, or services on such third-party sites and are not responsible for their content. Many third-party sites and services have their own terms and conditions and privacy policies that differ from ours. This Agreement only applies to the App and does not apply to any other site or service not owned by NutriStyle.

6. Availability and Modification of Services

NutriStyle reserves the right, from time to time, to suspend, modify, or discontinue the App, in whole or in part, with or without notice. You agree that NutriStyle will not be liable to you or to any third party for any modification, discontinuance, or suspension of the App, in whole or in part.

7. Termination

In NutriStyle’s sole discretion, NutriStyle has the right to terminate your access to the App, immediately effective upon sending notice to you at the email address you provide. Upon termination of your access, your right to access and use the App will terminate immediately. You agree that we will have no liability to you for any costs, expenses, losses, damages, or liabilities arising out of or related to our termination of your access to and use of the App, or this Agreement. Even after this Agreement is terminated for any reason, the following provisions of this Agreement will remain in effect: Sections 1, 4.2 and 7 through 18.

8. Warranty Disclaimer

TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, NUTRISTYLE PROVIDES THE APP “AS IS” AND “AS AVAILABLE” AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. NUTRISTYLE MAKES NO WARRANTY THAT THE APP WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. NUTRISTYLE DOES NOT ASSUME ANY OBLIGATION TO MONITOR ACTIVITIES CONDUCTED ON THE APP. NUTRISTYLE DOES NOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE APP.

9. Limitation of Liability

TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, NUTRISTYLE WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOST PROFITS, OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, THE APP, OR THIS AGREEMENT, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE APP; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE APP, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE APP; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, EVEN IF NUTRISTYLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, NUTRISTYLE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE APP, THE SERVICES AND THIS AGREEMENT WILL AT ALL TIMES BE LIMITED TO FIFTY U.S. DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. IN NO EVENT WILL NUTRISTYLE’S SUPPLIERS HAVE ANY LIABILITY UNDER OR RESULTING FROM THIS AGREEMENT.

10. User Indemnification

You agree to indemnify and hold NutriStyle, its subsidiaries, affiliates, directors, officers, agents, representatives, and employees harmless from any loss, liability, claim, demand, costs, or expenses, including reasonable attorney’s fees, arising out of or relating to your: (a) User Content or Public Content; (b) use of the App or the Services; (c) breach of this Agreement; (d) breach or inaccuracy of any representation or warranty made under this Agreement; or (e) violation of applicable laws or any of the rights of third parties.

11. User Disputes and Release

You are solely responsible for your interactions with other users. NutriStyle reserves the right, but has no obligation, to monitor, or take any action NutriStyle deems appropriate regarding, disputes between you and other users. To the extent permitted under applicable laws, you hereby release NutriStyle from any and all claims or liability related to: (a) any content posted on the App by you or other users; or (b) the conduct, whether online or offline, of any other user.

You hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

12. Copyright Policy

You may not post, distribute, or reproduce in any way any NutriStyle copyrighted material, trademarks, or other proprietary information unless you have the right to do so. It is NutriStyle’s policy to, in its sole discretion, terminate access to the App or the Account of any user who repeatedly infringes copyright rights of NutriStyle or third parties. If you believe that your work has been copied and posted on the App in a way that constitutes copyright infringement, please follow the requirements for appropriate notifications under the Digital Millennium Copyright Act (DMCA), 17 U.S.C. 512. At a minimum, you must provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) an identification of the location on the App of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) 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 (vi) 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.

We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, NutriStyle also will terminate a user’s access or Account if the user is determined to be a repeat infringer.

NutriStyle’s Copyright Agent for notice of claims of copyright infringement can be reached by writing the following:

NutriStyle, Inc., Attn: Copyright Agent, 1037 NE 65^th ST, Seattle, WA 98115.

13. Disclosures

NutriStyle’s business address is 1037 NE 65^th ST, Seattle, WA 98115. If you are a Washington resident, you may report complaints using the informal complaint resolution service offered to the Washington State Office of the Attorney General by contacting them in writing at 800 5^th AVE, Suite 2000, Seattle, WA 98104-3188, or by telephone at (800) 551-4636 (in Washington only).

14. Electronic Communications

The communications between you and NutriStyle use electronic means, whether you use the App, submit information via the App or send us emails, or whether NutriStyle posts notices on the App or communicates with you via email. For contractual purposes, you (a) consent to receive communications from NutriStyle in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that NutriStyle provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

15. Mediation

You agree to submit any and all disputes, claims, or controversies arising out of or relating to your use of Services or this Agreement to JAMS, or its successor, for mediation in Seattle, Washington. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, which must set forth the subject of the dispute, the relief requested, and the factual and legal bases for such relief. You agree to cooperate with JAMS and with NutriStyle in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties shall participate in the mediation in good faith and equally share the costs of the mediation. If the dispute is not resolved by mediation, the party seeking relief may pursue all remedies available at law, subject to the terms of this Agreement. Notwithstanding this Section 15, we may (i) terminate, modify or freeze your use of Services or this Agreement according to its terms and/or (ii) seek injunctive relief.

16. Choice of Law; Forum; Service of Process

You agree that any claim, dispute, or controversy arising out of or relating to your use of the Services or this Agreement, including any conduct related to this Agreement following termination hereof (each, a “Dispute”) will be governed exclusively by the laws of Washington State, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. King County Superior Court will be the exclusive venue for any resolution of any Dispute. You hereby submit to and consent irrevocably to the jurisdiction of such court for these purposes.

You hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to your use of our Services.

You agree not to join or consolidate claims by other users, or to pursue any claim as a representative or class action or in a private attorney general capacity.

No claim against NutriStyle, any of our clients, and our and their officers, directors, employees, agents, representatives, affiliates, successors, assigns, licensors, and service providers, or any Third Party Platform provider for a Third Party Platform related to your use of the Services, of any kind under any circumstances may be asserted or filed more than one year after you know, or in the exercise of reasonable care could know, of any circumstances, whether by act or omission, that may give rise to such claim.

You consent to receive service of process by electronic means or social media to the extent allowed by the applicable federal or state court. (This constitutes express agreement of the parties regarding your consent pursuant to Federal Rule of Civil Procedure 5(b)(2)(E) and any applicable state law equivalent.)

17. General

The parties are independent contractors.  shall not use the site for any commercial purpose under any circumstance, unless in each instance the User has obtained explicit written approval by NutriStyle. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All waivers by NutriStyle will be effective only if in writing. Any waiver or failure by NutriStyle to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You acknowledge that the App contains valuable trade secrets and proprietary information of NutriStyle, that any actual or threatened breach of Section 4.2 (Ownership) of this Agreement will constitute immediate, irreparable harm to NutriStyle for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. “Includes” and “including” are not limiting. This Agreement and the NutriStyle Privacy Policy constitute the final, complete, and exclusive agreement between the parties regarding the subject hereof and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral.

18. Changes

We may amend this Agreement, including the NutriStyle Privacy Policy, from time to time. If we make material changes to the Agreement, we will notify you by posting the change on the App. Any changes to this Agreement will be effective immediately for new users of our App; otherwise these changes will be effective upon the thirty (30) calendar days following our posting of a notice on our App, and hereby incorporated by reference into this Agreement. Continued use of our App following notice of such changes shall indicate your acknowledgement of, and agreement to be bound by, such changes. Except as otherwise provided in this section, no amendment to this Agreement will be valid unless in a writing hand-signed by the parties.

19. Trademark and Copyright Notice

“NutriStyle”, “Dietitian in Your Pocket”, “Nutrition Operating System”, and other names, slogans, graphics, logos, and trade names used on the App are the trademarks of NutriStyle and may not be used without NutriStyle’s permission. Third-party trademarks, registered trademarks, service marks, trade names, product names, and company names or logos that may appear on the App are the property of their respective owners.

Revised 2022. Copyright © 2022, NutriStyle, Inc.