Gladstone MRM (Australia) Pty Ltd, ACN 110 287 495, a company incorporated under the laws of Australia in the state of NSW, trading as “Nutrition Complete,” with offices at Suite 1C, 45 Taree Street, Burleigh Heads QLD 4220 (“Nutrition Complete”) either directly, or through its distributor for the United States and Canada, EZ Facility Inc., a company incorporated under the laws of the State of Delaware, or through its distributor for UK and Europe, Fitronics Limited, a company incorporated under the laws of England and Wales (“we” or “Supplier”) offers software solutions and tools for personal nutrition management (“Services”). In order for you to obtain or continue using the Services, you must agree to and accept the terms and conditions of this agreement (this “Agreement”). This Agreement sets out the terms and conditions under which you may utilize the Services. You should read this Agreement carefully.
This Agreement represents the complete and exclusive agreement between you and Supplier concerning your use of the Services and all related matters and supersedes all prior agreements, negotiations, or understandings between you and Supplier in any way relating to these matters. Except as otherwise expressly provided for in the Agreement, no other terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, will form a part of this Agreement or have any legal effect whatsoever. This Agreement may not be modified except by a later written agreement signed by both parties.
By executing a copy of this Agreement or by using or accessing the Services through any means, you acknowledges and agrees that: (i) it has reviewed and understands this Agreement; (ii) it agrees to be legally bound by the terms and conditions of this Agreement; and (iii) its use of the Services and any related products or services will be governed by this Agreement. If you do not agree, or you are not willing to be bound by, the terms and conditions of this Agreement, you should not accept this Agreement and should not access or use the Services.
With our discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Services. The Services contains information, software, photos, text, graphics, sounds and other materials that are protected by copyrights, database rights, trademarks, trade secrets and/or other proprietary rights. All content is copyrighted under applicable copyright laws. All trademarks that appear on the Nutrition Complete Online are trademarks of their respective owners. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the content, in whole or in part unless you receive our prior written consent. We reserve the right to vary the content of the Services by mobile phone make and model, including (but not limited to) (i) size and extent of product database, (ii) application functionality.
The Supplier will permit you to use the Recipes area of the everyoneactive.com website (the «Site») as part of your membership. When you use the Recipes areas of the Site you confirm (i) that you own the recipes that you post and (ii) that know you are freely sharing the recipes with other members with no charge. We will list your recipe in those parts of the Site where you place your recipe. You should also store a copy of your recipe yourself other than on the Site. We reserve the right to remove the recipe forthwith where you breach this Agreement. However our failure to remove a recipe shall not be taken a representation that the recipe is not in beach of this Agreement. You must not post a recipe in which a third party owns the copyright or another intellectual property right in the recipe which contains the confidential information of a third party; which contains a noxious or illegal substance or other unsafe material; or which contains unsafe working methods or advises people to work in an unsafe manner. In the event of any breach of this section 2, we reserve the rights to remove any of your recipes from the Site and without any obligation to refund any membership fees. Nevertheless any failure by us to remove a recipe shall not be taken as a statement that you have fulfilled the requirements of this section 2.
NUTRITION COMPLETE IS INTENDED AS A WEIGHT MANAGEMENT TOOL TO ASSIST USERS IN THEIR PERSONAL WEIGHT LOSS ASPIRATIONS. NUTRITION COMPLETE IS NOT A MEDICAL ORGANISATION AND WE CANNOT GIVE YOU MEDICAL ADVICE OR DIAGNOSIS. ANY INFORMATION CONTAINED WITHIN THE PAGES OF THE SERVICES SHOULD NOT BE CONSTRUED AS ADVICE OR DIAGNOSIS. YOU ARE ADVISED TO SEEK MEDICAL ADVICE BEFORE BEGINNING ANY WEIGHT LOSS PROGRAMME AND EXERCISE REGIME. NUTRITIONCOMPLETE IS ONLY INTENDED FOR USE BY HEALTHY ADULTS AND SPECIFICALLY NOT BY ANYONE UNDER THE AGE OF EIGHTEEN (18), PREGNANT WOMEN, OR INDIVIDUALS WITH ANY TYPE OF HEALTH CONDITION OR EATING DISORDER. IT IS THE RESPONSIBILITY OF ALL USERS OF THIS WEBSITE TO SATISFY THEMSELVES AS TO THEIR PERSONAL MEDICAL AND PHYSICAL CONDITION IN DETERMINING WHETHER OR NOT TO USE OR ADAPT THE INFORMATION OR CONTENT PROVIDED. NOTWITHSTANDING THE MEDICAL OR PHYSICAL CONDITION OF A USER, NO RESPONSIBILITY OR LIABILITY IS ACCEPTED FOR ANY LOSS OR DAMAGE SUFFERED BY AN INDIVIDUAL AS A RESULT OF THE USE OR MISUSE OF ANY OF THE INFORMATION OR CONTENT IN THIS WEBSITE. WEIGHT LOSS IS INDIVIDUAL AND YOUR PERSONAL RATE OF LOSS MAY VARY FROM ANY CASE STUDIES SHOWN ON THIS WEBSITE. OUR SERVICE ADVOCATES A SAFE RATE OF WEIGHT LOSS OF UP TO 2LBS (0.92KG) PER WEEK. BEFORE STARTING ANY WEIGHT REDUCTION PLAN, YOU SHOULD MAKE SURE THAT YOU ARE NOT UNDERWEIGHT (DEFINED AS BMI http://www.nhs.uk/Tools/Pages/Healthyweightcalculator.aspx).
Disclaimers of Warranties. ANY PRODUCT, OFFERING, CONTENT AND MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF NUTRITION COMPLETE IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH PRODUCT, OFFERING, CONTENT OR MATERIAL. YOU AGREE TO INDEMNIFY AND HOLD THE SUPPLIER, ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, DIRECTORS, CONTRACTORS, LICENSORS AND OTHER PARTNERS AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, CLAIM, OR DEMAND, INCLUDING REASONABLE ATTORNEY’S FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF OR IN CONNECTION WITH (A) YOUR USE OF THE SERVICES, AND (B) THE BREACH BY YOU OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN. SUPPLIER DOES NOT GUARANTEE THAT THE THE SERVICES WILL BE ERROR FREE AND UNINTERRUPTED OR DEFECTS WILL BE CORRECTED. THE NUTRITION COMPLETE FOOD DATABASE HAS BEEN COMPILED FROM MANUFACTURERS’ AND RETAILERS’ PRODUCT DATA, EITHER ON PACKAGING OR FROM DATA SENT TO US DIRECTLY. WHILST EVERY ENDEAVOUR IS MADE TO ENSURE THE ACCURACY OF THE DATA, SUPPLIER WILL NOT BE HELD ACCOUNTABLE FOR ANY ERRORS IN CONTENT, OR OUTCOMES RESULTING FROM THE ERRORS.
You understand and agree (to the fullest extent permitted by law) the Supplier will not be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, or any other damages whatsoever, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses), arising out of, or resulting from: (i) the use or the inability to use the Services; (ii) the use of any content or other materials forming part of or displayed in connection with the Services; (iii) the cost of buying substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services; (iv) unauthorized access to or alteration of your transmissions or data; and (v) in no event shall the total liability of us to you for all damages, losses, and causes of action exceed the amount paid by you, if any, for accessing the Services. If you are dissatisfied with any portion of the Services, or with any of provision of these Terms & Conditions, your sole and exclusive remedy is to cease using the Services.
The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Supplier is not responsible for any delays, failures, or other damage resulting from such problems.
If you choose to use the optional mobile phone services, it is your responsibility to check with your network provider about charges that may arise through use of features requiring data transfer. Data transfer charges depend upon the service agreement you have with your network provider. The charge will be reflected on your mobile phone bill if you are a pay monthly customer, or deducted from your ‘airtime’ if you are a pay as you go customer. Network providers have a range of tariffs for data transfer and we strongly advise you to check what charges will apply to your account before commencing to use any mobile service. The Supplier cannot be held liable for, and will not pay for any charges that you may incur through use of the optional mobile services.
Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the England and Wales, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts located in London, England. You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.
No joint venture, partnership, employment, or agency relationship exists between you, the Company or any third party provider as a result of this Agreement or use of the Service or Application. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of the Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. This Agreement comprises the entire agreement between you and the Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. The headings are for convenience only and shall not be taken into account in the interpretation of these terms and conditions.