Terms of Agreement
The Agreement describes the terms and conditions applicable to your use of the Society of Wellness Website. These terms may be updated by Society of Wellness from time to time without notice to you.
1. What We Do. The Society of Wellness Website is service that helps assist you with nutritional needs. We provide counseling services and offer nutritional solutions, advice, and supplement sales. We are not doctors and any advice we provide should be discussed with your medical doctor.
By submitting your request, you are consenting to be contacted by us either by telephone, email or mail based on the information you have provided to us, even if you have opted into the National Do Not Call List administered by the Federal Trade Commission, any state equivalent Do Not Call List, or the Do Not Call List of an internal company. You understand that we may maintain the information you submitted to Society of Wellness whether you elect to use our services or not. In the event you no longer want to receive communications from us, you agree to notify us directly. You also give Society of Wellness permission to send you periodic updates and engage in regular communications which may be of interest to you.
2. Uses of the Society of Wellness Website and Service. You certify to Society of Wellness that: (i) you are at least eighteen (18) years of age; (ii) you assume full responsibility for the use of the Service by any minors; (iii) you agree that all information you have submitted to Society of Wellness, online or otherwise, is accurate and complete, and that you have not knowingly submitted false information on or through the Society of Wellness Website or Service; and, (iv) your use of the Service is subject to all applicable federal, state, and local laws and regulations.
3. Prohibited. You must not (i) submit, transmit or facilitate the distribution of information or content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person’s view, objectionable; (ii) submit, transmit, promote or distribute information or content that is illegal; (iii) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (iv) take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (v) upload invalid data, viruses, worms, or other software agents through the Service; (vi) use any robot, spider, scraper or other automated access the Service for any purpose without our express written permission; (vii) impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity; (viii) submit, upload, post, email, transmit or otherwise make available any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (ix) interfere with the proper working of the Service; or, (x) bypass the measures we may use to prevent or restrict access to the Service.
5. Copyright and Trademark Notice Info. All contents of the Society of Wellness Website are: Copyright © 2012 – Society of Wellness and/or its Providers and third party vendors. All rights reserved. All trademarks and service marks and other Society of Wellness logos, Provider logos, and product service names are trademarks of Society of Wellness (“Society of Wellness Marks”) and the Providers. Without Society of Wellness prior permission, you agree not to display or use in any manner, the Society of Wellness Marks. All other logos or brand names shown on the Service are trademarks of their respective owners and/or licensors.
6. Proprietary Rights. You acknowledge and agree that the Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further agree that all materials and/or content, including, but not limited to, articles, artwork, screen shots, graphics, logos, text, drawings and other files on the Society of Wellness Website or as part of the Service are copyrights, trademarks, service marks, patents or other proprietary rights of Society of Wellness or their respective intellectual property owners. Except as expressly authorized by Society of Wellness, you agree not to modify, copy, reproduce, sell, distribute or create derivative works based on or contained within the Service or the Software, in whole or in part.
Society of Wellness grants you a personal, non-transferable and non-exclusive right and license to use the code of its Software on a single computer; provided that you do not copy, modify, create a derivative work of, reserve engineer, decompile, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Service by any means other than through the interface that is provided by Society of Wellness for use in accessing the Service.
7. Site Links. Society of Wellness, through the Service or otherwise, may provide links to other websites. Because Society of Wellness has no control over such websites, you acknowledge and agree that Society of Wellness is not responsible for the availability of such external websites, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such websites. You further acknowledge and agree that Society of Wellness shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products, goods or services available on or through any such website.
8. Indemnification. You agree to indemnify and hold Society of Wellness, its subsidiaries, affiliates, agents, shareholders, officers, contractors, vendors and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Service, the violation of the Agreement by you, or the infringement by you, or any other user of the Service using your computer, of any intellectual property or other right of any person or entity. Society of Wellness reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
9. No Warranty. Society of Wellness PROVIDES THE SERVICE “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURANCY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Society of Wellness MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. Society of Wellness DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION: (i) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT; (ii) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; AND, (iii) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.
10. Limitation of Liability. IN NO EVENT WILL Society of Wellness BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICE, EVEN IF Society of Wellness HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) STRICT LIABILITY, (4) TORT, (5) NEGLIGENCE, OR (6) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST Society of Wellness WITH RESPECT THIS AGREEMENT OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.
11. Release. YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE Society of Wellness AND ITS AFFILLIATES, PARTNERS, SERVICE PROVIDERS, VENDORS, AND CONTRCTORS AND EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABLITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE SERVICE.
12. Notice. Society of Wellness may provide you with notices, including those regarding changes to the Agreement by posting on this Service. All notices to Society of Wellness must be made in writing and mailed to:
Society of Wellness, Inc. 555 N. El Camino Real Suite A-246 San Clemente, CA 92672
14. Dealings with Third Parties. Your correspondence or business dealings with any third parties as a result of your visit and participation in the Service or any other terms, conditions, warranties, representations associated with such dealings, are solely between you and such third party. You agree that Society of Wellness shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third party on the Service.
15. Disputes. This Agreement will be interpreted in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof. The parties agree that any and all disputes, claims or controversies arising out of or relating to the Agreement, its interpretation, performance, or breach, that are not resolved by informal negotiation within 30 days (or any mutually agreed extension of time), shall be submitted to final and binding arbitration before a single arbitrator of the American Arbitration Association (“AAA”) in San Diego, California, or its successor. Either party may commence the arbitration process called for herein by submitting a written demand for arbitration with the AAA, and providing a copy to the other party. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Dispute Resolutions Procedures in effect at the time of submission of the demand for arbitration. The costs of arbitration plus reasonable attorneys’ fees (including fees for the value of services provided by in house counsel) shall be awarded to the prevailing party in such arbitration. Judgment on the award rendered by the arbitrator may be entered in the Superior Court of California, County of San Diego. Notwithstanding the foregoing, the following shall not be subject to arbitration and may be adjudicated only in the Superior Court of California, County of San Diego: (i) any dispute, controversy, or claim relating to or contesting the validity of Society of Wellness’s proprietary rights, including without limitation, trademarks, service marks, copyrights, or trade secrets; or, (ii) an action by a party for temporary, preliminary, or permanent injunctive relief, whether prohibitive or mandatory, or provisional relief such as writs of attachments or possession. THE PARTIES AGREE THAT THIS AGREEMENT HAS BEEN ENTERED INTO AT Society of Wellness’s PLACE OF BUSINESS IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND ANY ARBITRATION, LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED AND TAKE PLACE IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA.
16. Modification to Service. Society of Wellness reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Society of Wellness shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
17. Waiver and Severability of Terms. The failure of Society of Wellness to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
18. Disclosure of Your Information. You acknowledge, consent and agree that Society of Wellness may access, preserve, and disclose the information we collect about you if required to do so by law or in good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Agreement; (iii) respond to claims that any information or content violated the rights of the third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property, or personal safety of Society of Wellness, its users and the public.
19. Entire Agreement. The Agreement constitutes the entire agreement between you and Society of Wellness and governs your use of the Service, superseding any prior agreements between you and Society of Wellness. You also may be subject to additional terms and conditions that may apply when you use or purchase certain when you use certain other Society of Wellness services, affiliate services, third party content or third party software.
20. Survival. The following paragraphs shall survive termination or your refusal to continue to use the Service: 4, 5, 6, 8, 9, 10, 11, and 15.
21. Statute of Limitations. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF RELATED TO USE OF THE SERVICE OR THE AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.