3. Updates. Customer shall be responsible to periodically check for updates or changes to the Content and to likewise ensure that Customer is using the most recent and accurate Content.
4. Termination. Nutraceutical may withdraw or terminate this license at any time or may disapprove the use of the Content on or the use of any of its intellectual property as the URL of particular website(s), in which case Customer shall immediately cease use and transfer ownership upon Nutraceutical’s demand.
5. Disclaimer and Trademark Attribution. All promotional and advertising materials bearing the Content shall include appropriate legal notices as established from time to time by Nutraceutical, including the FDA disclaimer “These statements have not been evaluated by the FDA. These products are not intended to diagnose, treat, cure or prevent any disease.” and “[Trademark] is a trademark of NutraMarks, Inc.” or “[Trademark] is owned by NutraMarks, Inc.” The rights accruing to Nutraceutical hereunder will be deemed for the benefit of Company and its affiliates and subsidiaries.
6. Reservation of Right. Nutraceutical reserves the right, in its sole discretion, to determine which customers may purchase its products, and what selection of combination of Products, if any, are available to each approved customer. Nutraceutical also reserves the right, in its sole discretion, to sell to any party, to refuse to sell to any party, or to cease selling to any party.
7. Privacy Statement. Nutraceutical may collect certain information in connection with your use of the site such as: name, business email address, username and password, business information, location information (if you choose to provide it), navigational information like IP address and browser type and version. Nutraceutical uses this information for, among other things, improving and developing our websites, contacting you in relation to your use of the website, servicing users, responding to your inquiries, analytics, monitoring site activity, and improving the effectiveness of the site. Failure to provide this information may prevent your access and use of some or all of the site’s features. Nutraceutical does not sell, rent, or trade this information without your permission except that it may share your information with the following: contractors, vendors, and affiliates to perform tasks on our behalf; a third party company and its parent entities which owns, acquires, is acquired by or otherwise is merged with Nutraceutical; as required by law and as necessary and appropriate to protect Nutraceutical from harm due to fraud or other illegal activities.
Nutraceutical utilizes reasonable technical, administrative and physical measures designed to protect the personal information in its custody or control from unauthorized access, use, modification and disclosure. Moreover, Nutraceutical regularly monitors its systems for possible vulnerabilities and attacks. While Nutraceutical implements these security measures on this site, you should be aware that 100% security is not always possible.
8. Indemnification. Customer agrees to defend, indemnify, and hold harmless Nutraceutical, its officers, directors, employees and its agents from and against any claims, demands, actions, suits, proceedings, costs, expenses, damages and liabilities, at law or in equity claims, actions or demands, including without limitation, reasonable legal fees, arising out of, connected with, or resulting from Customer’s use of the Content or use of the Content in violation of these Terms.
9. DISCLAIMER OF WARRANTIES: THIS SITE AND ALL INFORMATION, CONTENT, MATERIALS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NUTRACEUTICAL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE. ACTUAL PRODUCT PACKAGING AND MATERIALS MAY CONTAIN MORE AND DIFFERENT INFORMATION THAN WHAT IS PROVIDED IN THE CONTENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE AND THE MATERIALS MADE AVAILABLE ON IT ARE AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THIS SITE, OR THE INFORMATION, CONTENT, MATERIALS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
10. LIMITATION OF LIABILITY: IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT, BUSINESS INTERRUPTIONS, LOSS OF DATA OR DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENT, EVEN IF NUTRACEUTICAL IS EXPRESSLY ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES.
11. Governing Law. These terms shall be governed by the laws of the State of Utah.
12. Agreement to Arbitrate: Any civil action, claim, dispute or proceeding arising out of or relating to access to or use of the site will be resolved exclusively through final and binding arbitration, before a single arbitrator, rather than in court. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.
The arbitration will be conducted by the American Arbitration Association (the “AAA”) exclusively in Salt Lake County, Utah, under the AAA’s rules and procedures, as modified by this section. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s site at http://www.adr.org.
You and we will select the arbitrator, and if you and we are unable to reach agreement on selection of the arbitrator within 30 days after the notice of arbitration is served, then the AAA will select the arbitrator. Arbitration will not commence until the party requesting arbitration has deposited $1,000 with the arbitrator for the arbitrator’s fees and costs. The party requesting arbitration will advance such sums as are required from time to time by the arbitrator to pay the arbitrator’s fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs.
The arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Utah, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations, but is bound by rulings in prior arbitrations involving the same complainant to the extent required by applicable law. Judgment upon any award rendered by the arbitrator is final, binding and conclusive upon you and us and your and our respective administrators, executors, legal representatives, successors and assigns, and may only be entered in the state or federal courts of record for Salt Lake County, Utah.