TERMS AND CONDITIONS

Effective Date: August 1, 2020

At Institute for Integrative Nutrition (“Institute for Integrative Nutrition” or “we”), we are dedicated to providing our customers with outstanding customer service and uncompromising privacy protection. For this reason, we believe you should understand the terms of use that we have adopted to help us provide you with that level of service. Our Terms of Use establish your rights and obligations as a user of our website.

Binding Agreement

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. You are currently viewing a page of www.iin-business.com , a website belonging to Institute for Integrative Nutrition. Our website and any of the services provided by Institute for Integrative Nutrition in connection with the website, including all of the features and capabilities offered by Institute for Integrative Nutrition, (the “Services”) are being provided to you expressly subject to these Terms of Use. Please read these Terms of Use carefully. By accessing our website, you agree to be bound by these Terms of Use.

General Rules of User Conduct

It is our goal to make the use of our website and Services a good experience for all of our users, so you agree not to do any of the following:

• conduct or promote any illegal activities while using the website or Services; 

• post on or through the website, or transmit to any other user or Institute for Integrative Nutrition employee, agent, or representative, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material; 

• post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights; 

• post, distribute, or reproduce any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights and rights of privacy and publicity). 

• attempt to reverse engineer or jeopardize the correct functioning of the website or Services, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies our website; 

• attempt to gain access to secured portions of the website or Services to which you do not possess access rights; 

• upload or transmit any form of virus, worm, Trojan horse, or other malicious code; 

• use any automatic or manual process to search or harvest information from the website or Services, or to interfere in any way with the proper functioning of the website and Services; or 

• impersonate another user. 

Fees

To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Institute for Integrative Nutrition information regarding your credit card or other payment instrument. You represent and warrant to Institute for Integrative Nutrition that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Institute for Integrative Nutrition the amount that is specified in the payment plan in accordance with the terms of such plan and this Terms of Services. You hereby authorize Institute for Integrative Nutrition to bill your payment instrument in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Institute for Integrative Nutrition know within sixty (60) days after the date that Institute for Integrative Nutrition charges you. We reserve the right to change the prices of the Services. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Institute for Integrative Nutrition's net income.

Recurring Subscriptions

If you select a Service with an auto renewal feature (“Recurring Subscription”), you authorize Institute for Integrative Nutrition to maintain your account information and charge that account automatically upon the renewal of the Service you choose with no further action required by you. In the event that Institute for Integrative Nutrition is unable to charge your account as authorized by you when you enrolled in a Recurring Subscription, Institute for Integrative Nutrition, may, in its sole discretion: (i) bill you for your Service and suspend your access to the Service until payment is received, and/or (ii) seek to update your account information through third party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you.

Institute for Integrative Nutrition may change the price for Recurring Subscriptions from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Recurring Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use your Recurring Subscription after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by cancelling your Recurring Subscription before the price change goes into effect. Please therefore make sure you read any such notification of price changes carefully.

Payments are nonrefundable and there are no refunds or credits for partially used periods. You may cancel a Recurring Subscription at any time, but if you cancel your subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. Following any cancellation, however, you will continue to have access to the service through the end of your current subscription period. .

You can cancel by going to Settings in your account, selecting Cancel under the Subscription box and then following the onscreen instructions to continue and cancel subscription.

Refunds

The first 14 days of your initial subscription are a “free trial” period and your card will be charged at the end of that period. If you are dissatisfied with the Service within the 14-day “free trial”, you can cancel by going to Settings in your account, selecting Cancel under the Subscription box and then following the onscreen instructions to continue and cancel subscription. If you cancel your account after your card is charged for the first period of your subscription, refunds will not be issued.

Refunds are not available for accounts which have violated the terms of service; violations are determined at Institute for Integrative Nutrition’s sole discretion. If Institute for Integrative Nutrition determines that you are abusing our refund policy, we reserve the right to suspend or terminate your account and refuse or restrict any and all current or future use of the Service without delivering a refund.

Credentials

When You create your account, you undertake to share the information required to process your orders as requested online, including, your surname, first name (or corporate name of your company), address, phone number, and valid email. This data shall be processed in accordance with our Privacy Policy, where we describe how we manage, process and store your data in the context of providing our services. You are responsible for the consequences of false or inaccurate information you have shared with us.

You shall keep confidential and secure all credentials, User IDs and passwords associated with your account (including the master account and any attached sub-accounts), and to immediately notify us of any unauthorized use of your account, or of any theft or loss of credentials allowing access to the account. Each account is personal and can only be accessed and used by you or the users duly authorized by you. You recognize and acknowledge that you may be liable for any unlawful, wrongful or fraudulent use of the account, and you shall indemnify and hold us harmless as set forth in these Terms of Use. We reserve the right to request proof of your identity or authority before granting access to your account.

Content

You shall be solely and wholly liable (i) for any data, information or content, in particular the content of emails, SMS or newsletters sent by you through the Service, including if such content is provided by a third party, such as an SMTP relay or via the routing of an entire infrastructure (the “Content”), and (ii) for the Content’s compliance with the regulations in force in accordance with these Terms of Use.

You acknowledge and warrant that you will not submit Content or other data to us containing any of the following information: social security numbers, national insurance numbers, passwords, security credentials, or sensitive personal or health information of any kind. Notwithstanding the foregoing, if you are a covered entity under HIPAA, You agree to contact us at legal@integrativenutrition.com in order to request a business associate agreement prior to using the Service. If we agree to enter into such business associate agreement with you, you must follow the terms thereof.

You acknowledge that we have the right, but not the obligation, to monitor the Services and any Content submitted. To comply with legal obligations in this respect, we may take any actions (including removing Content or denying routing of certain data and emails that we reasonably believe are necessary to prevent unlawful activity in connection with the Services.

You expressly acknowledge and agree that Institute for Integrative Nutrition shall not be liable for any loss or destruction of the Content and that you shall be responsible for ensuring that you have proper backups thereof.

Copyrights/Trademarks/Restrictions on Use

You acknowledge and agree that the Services may contain content or features, including, but not limited to, website pages and screens and any text, design, software, images, graphics, source code, and/or content thereon, all of which is owned and controlled by Institute for Integrative Nutrition its affiliates, and/or its partners and is protected by copyright, patent, trademark, trade secret or other proprietary rights, laws, and international treaties. You are authorized to view the information available on the website for your informational purposes only. You may download copyrighted materials for your personal or internal business purposes only. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Except as provided herein, you may not copy, display, distribute, transfer, link to, reproduce, license, frame, alter, create derivative works of or republish all or any portion of the website for any commercial or public purpose without Institute for Integrative Nutrition’s prior written consent. You may not use, copy, display, distribute, sell, modify, reproduce, or create derivative works any of the trademarks found on the website except as authorized in this paragraph. You may not use any Institute for Integrative Nutrition trademark as a link to our website except pursuant to a written trademark license agreement.

Our website may contain links to websites controlled or offered by third parties (non-affiliates of Institute for Integrative Nutrition). Institute for Integrative Nutrition hereby disclaims liability for any other company’s website content, products, privacy policies, or security. In the event you choose to use the services available at a linked website, you agree to read and adhere to the policies and terms of use applicable to that website. In addition, any advice, opinions, or recommendations provided by the linked website providers are those of the providers and not of Institute for Integrative Nutrition. Your participation in any linked website, including payment for and the delivery of goods or services, is based solely on the agreement, if any, between you the linked website provider.

Privacy

Our Privacy Policy explains how we collect, use and disclose information that pertains to your privacy. The Privacy Policy forms part of our agreement with you and is incorporated in this Terms of Use by reference. For full details, please refer to our Privacy Policy.

Any communications between you and Institute for Integrative Nutrition, such as email or other correspondence, in which you offer suggestions or comments for improving or modifying our Services will be deemed by us to be non-confidential and non-proprietary, and you agree that such information may be used by us without any limitation whatsoever.

Links to Third Party Websites

Our website may contain links to third party websites that are not owned, operated, or controlled by Institute for Integrative Nutrition. Therefore, we cannot and do not assume responsibility for the content, privacy policies, or practices of such websites or the companies that own them. Additionally, we cannot and will not censor or edit the content of any third party website. By using our website or Services you expressly relieve us from any and all liability arising from your use of any third party website.

Third Party Products and Services

Institute for Integrative Nutrition may from time to time promote or offer services and/or products of a third party. In no event shall Institute for Integrative Nutrition be liable for any incidental, indirect, special, incidental, exemplary, punitive or consequential damages arising out of your purchase, inability to purchase, or use of such third party services or products.

Disclaimer

The services are offered on an “as is,” “where is” and “where available” basis, with no warranty of any kind-whether express, implied or statutory-including, but not limited to, warranties of title or the implied warranties of merchantability or fitness for a particular purpose. This does not affect those warranties which are incapable of exclusion, restriction or modification under the laws applicable to this agreement.

You acknowledge that neither Institute for Integrative Nutrition nor any of its respective employees, agents, third party content providers or licensors warrant that the services or the website will be uninterrupted or error free; nor do they make any warranty as to the results that may be obtained from use of the services or the website, or as to the timeliness, sequence, accuracy, reliability, completeness or content of any information, service, or merchandise provided through the services and the website. Institute for Integrative Nutrition does not endorse products or services appearing on linked websites or purchased via linked websites (this does not affect any manufacturer’s warranties that the providers of the linked websites otherwise offer.)

Except as specifically provided in this agreement or where the law requires a different standard, you agree that Institute for Integrative Nutrition is not responsible for any loss, property damage or bodily injury, whether caused by access to or use of the services or the website. To the maximum extent permissible under applicable law, Institute for Integrative Nutrition shall not be responsible to you or any third party claiming through you for any direct, indirect, special or consequential, economic or other damages arising in any way out of the installation or use of the services, the website, any on-line services or internet browser software, including liability associated with any computer viruses which may infect your computer system.

This disclaimer of liability applies to any damages or loss, including but not limited to those caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of information, whether caused by software, hardware or otherwise, and whether for breach of contract, tort, strict liability, negligence, or under any other cause of action.

Any material downloaded or otherwise obtained from or through the use of our website or the services is done at your own discretion and risk. You will be solely responsible for any damage to your computer system or other device or for loss of data that results from the download of any such material. The website may contain bugs, errors, problems or other limitations.

Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then, to the maximum extent permissible by law, you agree that neither we nor any of our subsidiaries, affiliated companies, employees, members, shareholders, officers or directors shall be liable for (1) any damages in excess of $500.00, or (2) any indirect, incidental, punitive, exemplary, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service or any goods sold or provided by us. This limitation shall apply regardless of the basis of your claim, whether other provisions of this Terms of Service have been breached, or whether or not the limited remedies provided herein fail of their essential purpose.

Use by Children under the Age of 13

Institute for Integrative Nutrition is committed to complying fully with the Children’s Online Privacy Protection Act. Accordingly, if a user of this website is under the age of thirteen, that user is not authorized to provide us with personally identifying information. Users under the age of thirteen and their parents or guardians are cautioned that the collection of personal information volunteered by unauthorized children online or by e-mail will be treated the same as information voluntarily given by an adult until Institute for Integrative Nutrition becomes aware that the user is under the age of thirteen. This website is not directed at children under the age of 13. If you are younger than 13, please do not provide any personally identifying information in connection with your use of this website. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information if required by the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website for (www.ftc.gov) for more information. Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.

Revisions to Terms of Use

Institute for Integrative Nutrition reserves the right to revise these Terms of Use at any time without notice, but the most current version of the Terms of Use will always be available to you by clicking on the link at the bottom of the website. If you find the Terms of Use unacceptable at any time, you should discontinue use of the website and Services. By continuing to access the website and Services after the date of any change to these Terms of Use, you agree to be bound by the rules contained in the most recent version of this Terms of Use.

Termination

Institute for Integrative Nutrition may change or discontinue the website or any of the Services, or suspend your access, at any time without prior notice. We reserve the right to terminate this Terms of Use at our election and for any reason, without prior notice, and this Terms of Use will automatically terminate in the event that you violate any of the terms and conditions set forth below. In the event of any termination, you will immediately cease access to the website and Services. YOU MAY CANCEL YOUR ACCESS TO OR USE OF THE SERVICES AT ANY TIME, BUT YOU WILL NOT BE ENTITLED TO A REFUND FOR ANY PAST PAYMENTS OR FUTURE PAYMENTS DUE FOR THE PERIOD OF TIME THAT YOU PREVIOUSLY REQUESTED/ORDERED ACCESS TO THE SERVICES (THE “SUBSCRIPTION”), IF APPLICABLE. IF YOU CANCEL BEFORE THE END OF YOUR SUBSCRIPTION, YOU WILL BE CHARGED THE ENTIRE REMAINING FEES FOR YOUR SUBSCRIPTION AT THAT TIME.

Indemnification

You agree to defend, indemnify and hold us and our suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (a) Content you submit, post to or transmit through the Service, (b) your use of the Service, (c) your violation of this Terms of Service, (d) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Service, and (e) destruction of real or tangible property or personal injury, including but not limited to death, arising from or relating to your actions or inactions.

Miscellaneous

Governing Law

These Terms of Use constitute a contract between you and Institute for Integrative Nutrition governed by the laws of the State of New Jersey.

Institute for Integrative Nutrition’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not constitute a waiver of the provision. Neither a course of dealing or conduct between you and Institute for Integrative Nutrition nor any trade practices shall be deemed to modify these Terms of Use.

Sales of Products or Services to Third Parties

You will enter into an agreement with such third parties that will include all pertinent provisions of these Terms of Service and release SYNDUIT, Institute for Integrative Nutrition, and their licensors from any and all liability for damages or losses related to such transactions, including without limitation with respect to the refund of any purchase price and you agree to indemnify, defend and hold harmless SYNDUIT, Institute for Integrative Nutrition, and their subsidiaries, affiliates, suppliers, and licensors, and their respective officers, directors, employees, agents, and assigns from and against any and all third party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, penalties, fines, judgments, settlements, expenses (including attorneys’ and accountants’ fees and disbursements) and costs incurred by, borne by or asserted against the company to the extent such claims in any way relate to, arise out of, or result from such transaction.

Termination
We may terminate your account:
1. If you violate the Terms Of Service Policy, or Anti-SPAM Policy Terms;

2. If you breach any term of this Agreement;

3. If you are involved in the sales and/or distribution of the following materials: a) Cable filters; b) Ponzi or Pyramid Schemes; c) Sale and/or distribution of any illegal materials; or d) For any reason, at our sole discretion.

Severability

If any provision of this Terms of Use is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Terms of Use and will not affect the validity and enforceability of any remaining provision.

Revisions

This Terms of Use is subject to change on a prospective basis at any time. In the event that we change this Terms of Use, you may be required to re-affirm the Terms of Use through use of the Service or otherwise. Your use of the Service after the effective date of any changes will constitute your acceptance of such changes.

No Partnership

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Terms of Use or your use of the Service.

Assignment

We may assign our rights under this Terms of Use, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Terms of Use without our prior written consent, and any unauthorized assignment by you shall be null and void.

No Waiver

Our failure to enforce any provision of this Terms of Use shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Terms of Use shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Notices

All notices given by you or required under this Terms of Use shall be in writing and addressed to intellectualproperty@integrativenutrition.com.

Force Majeure

In no event shall we or our affiliates be liable to you for any damage, delay, or failure to perform resulting directly or indirectly from a force majeure event.

Entire Agreement

This Terms of Use, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written. Page Break

Complaint Policy (Including Trademark and Privacy)

If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to intellectualproperty@integrativenutrition.com containing the following information:

Your name, physical address, e-mail address and phone number;
A description of the material posted on the Service that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
Identification of the location of the material on the Service;

If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and
Your physical or electronic signature.

If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.

All notices given by you or required under this Terms of Use shall be in writing and addressed to intellectualproperty@integrativenutrition.com.