Website Terms of Use
Updated 6.27.22
IMPORTANT – READ THESE TERMS OF USE CAREFULLY BEFORE USING THE WEBSITE AND THE SOFTWARE
Acceptance of the Terms of Use
These terms of use are entered into by and between You (“Licensee”) and Living Plate Rx (“Company”, “Living Plate Rx”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of www.livingplaterx.com Living Plate Prime subscription (“Prime Membership”) including any content, functionality, software and services offered on or through www.livingplaterx.com (the “Website”).
Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Website.
License Grant
Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and non-transferable license to download, install, use, and copy the Content for electronic or hardcopy distribution to Your patients and/or clients strictly in accordance with this agreement. You may also modify, translate, adapt and create derivative works or improvements of the Content, including branding, editing, and adding Your logo or trademark to the Content. Collectively, the aforementioned uses shall be referred to as "Permitted Uses." When Content is distributed to patients and/or clients, You will ensure that all Content is: (A) distributed pursuant to licensing agreements no less stringent that the terms hereof; and (B) clearly marked as being limited to the individual patient or client’s use and not for distribution to third parties. In the event that any patient and/or client terminates their relationship with You, you will promptly bar such patient or client’s access to the Content. “Content” for the purposes of this Agreement means each discrete creative work on the Website (or accessed through the Website) whenever made available by Living Plate Rx, including, without limitation, recipes, recipe notes, recipe photographs, recipe directions, recipe videos, recipe methods, recipe tests, recipe plans, meal plans, meal plan notes, meal plan photographs, meal plan directions, meal plan videos, meal plan methods, meal plan tests, grocery lists, grocery list notes, grocery list photographs, grocery list directions, grocery list videos, grocery list methods, grocery methods, grocery list tests, grocery list descriptions, and content items containing content from third parties used with permission or license, whether or not modified, amended or adapted by Living Plate Rx.
License Restrictions
Licensee shall not: (A) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Website or any underlying software or any part thereof; (B) except as permitted herein, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Content to any third party other than Your Patients and/or clients for any reason, including by making the Content available on a network where it is capable of being accessed by more than one device at any time.
Period of License
Licensee shall have a limited, non-exclusive and nontransferable license to use the Content for Permitted Uses, so long as Licensee pays for a Monthly Subscription. Your failure to pay Monthly Subscription fees, or Your cancellation of the Monthly Subscription, will lead to immediate termination of this Agreement and Your license to use the Content for Permitted Uses. Upon termination of this Agreement, You will immediately cease any and all use of the Content. Should You continue to access and use the Content after your license has terminated, Company reserves the right to take all necessary steps against You for violation(s) of these Terms of Use.
Reservation of Rights
You acknowledge and agree that the Website is provided under license, and not sold, to you. You do not acquire any ownership interest in the Website under these Terms of Service, or any other rights thereto other than to use the Website in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Use. Company reserves and shall retain its entire right, title, and interest in and to the Website, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Use.
Monthly Subscription Fees and Payment
By purchasing a Monthly Subscription for Prime Membership to access and use the Website and Content for Permitted Uses, You agree to an initial and recurring Monthly Subscription fee at the then-current Monthly Subscription rate. You accept responsibility for all recurring charges until You cancel your subscription. Monthly Subscription fees are non-refundable after You are billed for the then-current month. You may cancel your monthly subscription at any time. If Company does not receive payment from your credit card provider or if your credit card is expired or is rejected, You agree to pay all amounts due upon demand. Following any such non-payment, we may require You to provide a second valid credit card before continuing to access and use the Content. You authorize Company to charge outstanding fees and other amounts due to Company against any credit card You have on file with Company. Should You not provide another method of payment, your Monthly Subscription and license to use the Content will terminate. Company reserves the right to take all steps necessary to collect amounts due from You, including, but not limited to legal action and/or the use of third-party collection agencies. If your account is more than thirty (30) days past due, and is forwarded to a collection agency, You will additionally be liable for any recovery fees charged by the agency. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution, including, but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. Company reserves the right to modify the price of the Monthly Subscription at any time. If Company modifies any of the foregoing terms, You may cancel your Monthly Subscription, and such cancellation will be your sole remedy. Company may provide notice of pricing changes by email, a notice to You upon log-in, or by publishing on the Website.
Visitors and Users of the Website
Visitors and Users of the Website who do not maintain a Monthly Subscription for Prime Membership are strictly prohibited from (A) coping the Content (B) modifying, translating, adapting, or otherwise creating derivative works or improvements, whether or not patentable or copyrightable, of the Content; (C) reverse engineering, disassembling, decompiling, decoding, or otherwise attempting to derive or gain access to the source code of the Website or any underlying software or any part thereof; (D) removing, deleting, altering, or obscuring any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Content, including any copy thereof; or (E) except as permitted herein, renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise making available the Content to any third party for any reason, including by making the Content available on a network where it is capable of being accessed by more than one device at any time.
Intellectual Property Rights
The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
Except as expressly set forth herein, these Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows: (A) in accordance with your License (as described above); (B) Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (C) You may store files that are automatically cached by your Web browser for display enhancement purposes; (D) If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications; and (E) If we provide social media features with certain content, you may take such actions as are enabled by such features.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website outside the scope of the License Grant and in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
Registered Users
Access to and use of the Website’s data is limited to individuals who are at least 18 years of age and residents of the United States. You must register to create an account (“User Account”) and become a “Registered User” to use the Website. To register, You must provide Your name, Your email address, proof (in a form satisfactory to the Company in its sole and absolute discretion) of your healthcare credentials, and other information specified in the registration form (“Registration Data”). By registering, and in consideration of the use of the Website, You represent and warrant: (A) the Registration Data that You provide about Yourself is true, accurate, current, and complete; (B) You are at least 18 years of age; and (C) You will maintain and promptly update the Registration Data to keep it at all times true, accurate, current, and complete. You may change or correct information from Your account by logging into Your User Account directly and making the desired changes. You agree not to register for a User Account on behalf of an individual other than Yourself unless You are authorized to bind such person to these Terms.
You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy at www.livingplaterx.com/privacy. By clicking on the “Agree” or “I Accept” button, or accessing or using the Website, you (i) consent to all actions we take with respect to your information consistent with our Privacy Policy; and (ii) acknowledge and agree to the provisions of the Privacy Policy and affirm that the Privacy Policy forms a part of these terms.
Use of the Website is void where prohibited by law or otherwise. By using the Website, You represent and warrant that You have the right, authority, and capacity to agree to and abide by these Terms and that You are not prohibited from using the Website. You understand that Your use of the Website may involve or require the transmission of significant amounts of data. You are solely responsible for all data charges that may be assessed by Your wireless carrier or Internet service provider or that may otherwise arise from Your use of the Website.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
MEDICAL ADVICE DISCLAIMER
The Website and the information available to You through the Website is intended to provide a platform for You to assist You in providing nutrition support and monitoring for Your patients or clients through, among things, access to meal plans, modules and recipes and other nutrition information tailored to the specific needs of your clients or patients. The Website and/or any recipes, meal plans, lesson plans, recipe videos, grocery lists modules, social media content, professional tools, referral forms, handouts, information, or other data derived from, made available on, or otherwise viewable on or from the Website (collectively, the “Content”) are in no way intended to replace or supplant the independent clinical judgment of a qualified healthcare professional, and should not be used by qualified healthcare professionals for active patient monitoring whose purpose is to determine the need for immediate clinical action. If any time You are concerned about your patients or clients’ care, or if You believe that your patients or clients have or suspect that they have any serious or life-threatening condition, you should advise Your patients or clients to call 9-1-1 in areas where that service is available, or go to the nearest emergency room.
THIS WEBSITE AND THE DATA AVAILABLE ON IT IS NOT DESIGNED, INTENDED OR APPROPRIATE TO REPLACE THE RELATIONSHIP YOU HAVE WITH YOUR CLIENTS OR PATIENTS OR THE RELATIONSHIP BETWEEN YOUR CLIENTS OR PATIENTS AND YOU OR TO ADDRESS SERIOUS, EMERGENT OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES.
FOR REGISTERED MEDICAL OR NUTRITION PROFESSIONAL USERS ONLY
Any medical advice provided by You or another healthcare provider using information from the Website is based on the personal health data You provide. If You do not provide complete and accurate personal health information, the medical advice You receive may not be correct.
FURTHER, THIRD-PARTY USE OF OUR WEBSITE (e.g., use by You) IS NOT AN ENDORSEMENT OR RECOMMENDATION OF SUCH THIRD PARTY BY THE COMPANY. THE MEDICAL ADVICE PROVIDED TO YOU BY YOUR HEALTHCARE PROVIDER OR ANY OTHER PROFESSIONAL IS NOT UNDER THE CONTROL OF LIVING PLATE RX, NOR IS IT PROVIDED TO OR USED BY LIVING PLATE RX.
By accessing and using the Website, You accept responsibility for Yourself in Your use of the Website. You acknowledge that Your relationship with patients or clients for healthcare services is with Your patients or clients and providing services to any such patients or clients is solely at Your own risk. By using the Website, You agree to not hold Living Plate Rx liable in any way for any malpractice or substandard treatment that You may provide to any such patients or clients.
Although Living Plate Rx approves registered users as registered dieticians or healthcare professionals, IT DOES SO FOR ITS OWN BENEFIT ONLY AND PURSUANT TO ITS OWN STANDARDS, WHICH IT APPLIES IN ITS SOLE AND ABSOLUTE DISCRETION. Living Plate Rx does not confirm the credentials of any healthcare professional using the Website. Living Plate Rx does not validate that You or any such persons are in good standing with their respective licensure board(s) or that any of the foregoing are using the Website in accordance with laws applicable to the practice of medicine. It is YOUR responsibility to remain in good standing with Your respective licensing board(s) and to exercise whatever other due diligence You feel appropriate in selecting and maintaining Your choice of healthcare professionals.
General information available through the Website is provided for general educational purposes only. Never disregard, avoid, or delay in obtaining medical advice from a physician or other qualified healthcare professional because of something contained in the Website. If You have or suspect that You have an urgent medical problem or condition, please contact a qualified healthcare professional immediately. THE CONTENT IN THE WEBSITE IS NOT AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU SHOULD ALWAYS TALK TO YOUR HEALTHCARE PROVIDERS FOR DIAGNOSIS AND TREATMENT, INCLUDING INFORMATION REGARDING WHICH DRUGS, THERAPY, OR OTHER TREATMENT MAY BE APPROPRIATE FOR YOU.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for: (A) making all arrangements necessary for you to have access to the Website; and (B) ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
Third-Party Materials
The Website may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
Term and Termination
These Terms of Use commence when you acknowledge your acceptance, register for use of the Website or use the Website and will continue in effect until terminated by you or Company. You may terminate these Terms of Use by deleting your registered account and Prime Membership for the Website. Living Plate Rx may terminate the Terms of Use at any time without notice, which Company may do in its sole discretion, including immediately upon your failure to pay the Prime Membership fees. In addition, these Terms of Use (and your agreement with the Company) will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these Terms of Use:
Upon termination: (A) all rights granted to you under these Terms of Use (including, without limitation, any licenses granted to You) will also terminate; and (B) Termination will not limit any of Company’s rights or remedies at law or in equity.
Trademarks
The Company name, the terms “Living Plate Rx”, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
Prohibited Uses
You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website: (A) In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (B) For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (C) To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation; (D) To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing) and/or (E) To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.
Additionally, you agree not to: (A) Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website; (B) Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (C) Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent; (D) Use any device, software or routine that interferes with the proper working of the Website; (E) Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (F) Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website; (G) Attack the Website via a denial-of-service attack or a distributed denial-of-service attack; and/or (H) Otherwise attempt to interfere with the proper working of the Website.
Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. This Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Online Purchases and Other Terms and Conditions.
All purchases through our site or other transactions for the sale of Content or other information formed through the Website or as a result of visits made by you are governed by these Terms of Use. Additional terms and conditions may also apply to specific portions, services or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.
Linking to the Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.
This Website may provide certain social media features that enable you to: (A) Link from your own or certain third-party websites to certain content on this Website; (B) Send e-mails or other communications with certain content, or links to certain content, on this Website; and/or (C) Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not: (A) Establish a link from any website that is not owned by you; (B) Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site; (C) Link to any part of the Website other than the homepage; and/or (D) Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Geographic Restrictions
The owner of the Website is based in the state of New Jersey in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.
Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New Jersey in each case located in the County of Morris, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Arbitration
At Company's sole discretion, it may require You to submit any disputes arising from the use of these Terms of Use or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New Jersey law.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Entire Agreement
The Terms of Use, our Privacy Policy and, in the case of Content Providers (as defined below), the Content Provider Agreements, constitute the sole and entire agreement between you and Living Plate Rx with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.
Your Comments and Concerns
All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: [email protected].
ADDITIONAL TERMS OF SERVICE FOR CONTENT PROVIDERS
All content posted by a Content Provider pursuant to a Content Provider Agreement with the Company (“LP Content”) must comply with the Content Standards set out in these Terms of Use.
Any LP Content you post to the site will be considered non-confidential and non-proprietary. By providing any LP Content indirectly or directly to the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.
License Grant
Subject to these Terms of Use, by providing LP Content to Living Plate Rx, you are granting to Living Plate Rx and its affiliates an irrevocable, non-exclusive, fully-transferable right and license in to reproduce, display, transmit and distribute the LP Content through all media now known or hereinafter developed.
Waiver of Moral Rights
Content Provider waives to the extent permitted by applicable law, all rights of paternity, integrity, attribution, disclosure, withdrawal, and any other rights that may be known as moral rights with respect to the LP Content.
Permissions
Content Provider has obtained from all persons and entities whose trademark or other property is identified, depicted or otherwise referred to in the LP Content such licenses, permissions, waivers and consents as are or reasonably may be expected to be necessary for Living Plate Rx to exercise its rights in the LP Content as may be permitted pursuant to these Terms of Use.
Ownership
Except for the license granted under these Terms of Use and the Content Provider Agreement, the LP Content shall be owned by the Content Provider.
Content Provider’s Representations and Warranties
Content Provider represents and warrants that: (A) it solely and exclusively owns the right, title, and interest in and to the LP Content in connection with the uses permitted hereunder; (B) the exercise by Living Plate Rx of the rights and license granted under these Terms of Use will not infringe or otherwise conflict with the rights of any other person or entity; (C) there is no settled, pending, or to its knowledge threatened litigation, opposition, or other claim or proceeding challenging the validity, enforceability, ownership, registration, or use of the LP Content in connection with Living Plate Rx uses permitted hereunder; and (D) it has not brought or threatened any claim against any third party alleging infringement of the LP Content.
Indemnification
Content Provider shall indemnify, defend and hold harmless Living Plate Rx and its affiliates, officers, directors, employees, members, agents, employees, successors and assigns (each a “LP Indemnified Party"” from and against all losses, damages, liabilities, deficiencies, claims, actions judgments, settlements, interest, awards, penalties, fines, fees, costs or expenses of whatever kind, including attorneys’ fees (collectively, “Losses”) arising out of or in connection with any third-party claim, suit, action or proceeding (“Third Party Claim”) relating to any actual or alleged: (A) breach by Content Provider of any representations, warranty, covenant or obligations under these Terms of Use; or (b) any infringement or other violation of any intellectual property or other rights of any person or entity resulting from the use of the LP Content by Living Plate Rx or any of its affiliates.
