Terms of Service
Welcome to the NourishRX, LLC (“Company,” “we,” “us,” and “our”) PATHway for Intuitive Eating. Please read these Terms of Service (the “Terms”) carefully because they govern your use of our PATHway Membership (the “Services”) provided on our website located at https://nourishrx-nutrition.mykajabi.com/ (the “Site”).
1. Agreement to these Terms
By using our Services, you agree to be bound by these Terms.YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 13 YEARS OLD. IF YOU ARE BETWEEN THE AGES OF 13-17, YOU HEREBY AGREE ONLY TO ACCESS OR USE THE SITE WITH THE SUPERVISION OF A PARENT OR LEGAL GUARDIAN. IF YOU DON’T AGREE TO THESE TERMS, DO NOT USE THE SERVICES. IF YOU ARE USING THE SERVICES AND DON’T AGREE TO THESE TERMS, YOU ARE HEREBY EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
2. Changes to the Terms or Services
Supplemental terms and conditions or documents that may be posted on this Site from time to time are hereby expressly incorporated herein by reference. We reserve the right to modify the Terms at any time, in our sole discretion. We will alert you about any changes by updating the “Last Updated” date of these Terms at any time and for any reason, and you waive any right to receive specific notice of each such change. If you continue to use the Services, you are indicating that you agree to the modified Terms. We may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
3. Nature of the Services
We do not provide medical advice or care. The content of the Site and the Services, including without limitation text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind by the Company. All information provided by us, or in connection with any communications supported by us, is intended to be for general information purposes only, and is in no way intended to create a provider-patient relationship as defined by state or federal law. The Company does not handle medical or mental health emergencies. You should always seek the advice of your qualified health care professionals as recommended, or with any questions or concerns you may have regarding your individual needs and any medical conditions. You should not disregard or delay to seek medical advice based on anything that appears or does not appear on the Site. IF YOU ARE EXPERIENCING AN EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY. You should seek emergency help or follow up care when recommended by a physician or when otherwise needed. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding a medical condition and before stopping, starting, or modifying any treatment or medication. You acknowledge that your reliance on any information delivered by the Company is solely at your own risk and you assume full responsibility for all risks associated therewith.
4. Who May Use the Services
You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law. f you are between the ages of 13-17 you hereby agree only to use the Services while under the supervision of a parent or legal guardian. If you are the parent or legal guardian of a user under the age of 18, by allowing your child to access and use the Site and Services, you are subject to these Terms and responsible for your child’s activity on the Site and Services.
In order to use certain features of the Services, you must create an account (“Account”) via the Site and become a registered user (“User”). You must provide us with accurate and complete information and keep it up-to-date. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify the Company of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.
5. Pricing and Payment
Subject to these Terms, the Services require you to purchase a subscription plan or one-time service offered by the Company. Your rights and obligations will be based on the type of Services you choose. Details about the different types of Services, and the limits and available features associated with those Services, are available at https://nourishrx.com/the-nourishrx-path.
You may change the type of subscription selected as part of the Services at any time by (i) emailing us at [email protected] and following any instructions, if any, we provide to you in response to your change request or (ii) initiating a change through your Account settings within the Services.
5.2 Payment Terms
When you purchase the Services (such purchase, a “Transaction”) you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including, without limitation, your credit-card number, the expiration date of your credit card, and your address(es) for billing (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information.If you are over the
age of 18 then, in the event that you do not have the right to use the Payment Information you provide, you understand and agree that you will be personally responsible for Transactions initiated by you. If you are under the age of 18 then, in the event that you do not have the right to use the Payment Information you provide, you understand and agree that your parent or legal guardian who is responsible for supervising your use of the Site and Services (pursuant to section 4 hereof) will be personally responsible for Transactions initiated by you. When you initiate a Transaction, you authorize us to provide your Payment Information to our third-party service providers so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).
5.3 No Insurance
You understand, acknowledge, and agree that the Services are not billable to insurance and therefore the Company will not bill insurance for any Services rendered to you.
5.4 Authorization for Recurring Payments
If your purchase of the Services includes a subscription plan, you will be charged the then-applicable subscription fee (“Subscription Fee”) automatically at the beginning of such Services and each month, quarter or year thereafter, depending on the term of the subscription plan under your chosen Services, at the then-current rate. Subscription Fees are outlined at https://nourishrx.com/the-nourishrx-path. Please note that our Subscription Fees are subject to change, although we will notify you before we effect any change in Subscription Fees.
By agreeing to these Terms and purchasing the Services, you acknowledge that your Services may have recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Services by you or the Company. We (or our third-party payment processor) will automatically charge you in accordance with term of your Services (e.g., each month, quarter or year), on the calendar day corresponding to the commencement of your Services, using the Payment Information you have provided. In the event your Services began on a day not contained in a given month, your payment method will be charged on a day in the applicable month or such other day as we deem appropriate. For example, if you started a monthly Service on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on that date. We may also periodically authorize your payment method in anticipation of applicable fees or related charges.
5.5 Cancelling the Services
You may cancel your Services at any time but please note that such cancellation will be effective at the end of the then-current subscription period, if your Services include a subscription plan. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can either (i) email us at [email protected] and follow any instructions, if any, we provide to you in response to your cancellation request, or (ii) initiate a cancellation through your Account settings within the Services. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then current Subscription period. Cancelling your Services won’t cancel your Account. See Section 12 (Termination) below for information on terminating your Account.
6. Content and Content Rights
For purposes of these Terms: (i) “Content” means text, graphics, designs, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any information, data, and Content that Users (including you) provide for purposes of accessing the Site or utilizing the Services (other than any tools or other Content that we provide to you).
6.1 Ownership and Responsibility of User
As between you and the Company, you own your User Content – the Company does not claim any ownership rights in any User Content that you make available through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Company and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content, nor any use of your User Content by the Company or any other users on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
6.2 Rights in User Content Granted by You
By making any User Content available through our Services you hereby grant to the Company a limited, non-exclusive, worldwide, royalty-free, transferable license, with a right to sublicense, to access, view, use, copy, modify, publicly display, publicly perform and distribute your User Content to the extent reasonably needed to operate and provide the Services to you, and other Users as appropriate based on the nature of the Services.
6.3 Rights in Content Granted by the Company
If you are not a registered User, subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable license to view any Content to which you are permitted access solely for your personal and non-commercial purposes.
If you are a registered User, subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, worldwide, non-transferable, non-sublicensable license to access and view the Content (including any User Content as applicable) solely in connection with your permitted use of the Services.
6.4 Data Maintenance and Backup Procedures
In the event of any loss or corruption of any data associated with the Services, the Company will use commercially reasonable efforts to restore the lost or corrupted data from the latest backup of such data maintained by the Company. EXCEPT FOR THE FOREGOING, THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF ANY SUCH DATA.
6.5 Deleting Content
You can remove certain User Content through the Services. However, some of your User Content may not be removed and copies of your User Content may continue to exist on the Services in archive or backup form. However, we may remove or delete your User Content within a reasonable period of time after the termination or cancellation of your Account in accordance with Section 11 (Termination). We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”) by emailing us at [email protected] As we need to be able to freely work with your Feedback to improve the Services, you hereby irrevocably transfer and assign all right, title and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback.
9. General Prohibitions
You agree not to do any of the following:
- Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Use, display, mirror or frame the Services, or any individual element within the Services, the Company’s name, any Company trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without the Company’s express written consent;
- Access, tamper with, or use non-public areas of the Services, the Company’s computer systems, or the technical delivery systems of the Company’s providers;
- Attempt to probe, scan or test the vulnerability of any Company system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party (including another user) to protect the Services or Content;
- Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by the Company or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Company trademark, logo, URL or product name without the Company’s express written consent;
- Use the Services or Content for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms or the functionality of the Services;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer or in any way attempt to derive the source code of any of the software used to provide the Services or Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content or User Content to be objectionable, in violation of these Terms or the law. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
10. Links to and Integration with Third Party Websites or Resources
The Services may contain links to third-party websites or resources and may offer integration with such third-party websites or services (For example, we may offer integration with certain Google services). We provide these links and integration functions only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of or integration with any third-party websites or resources.
11. Warranty Disclaimers
AS BETWEEN YOU AND THE COMPANY, THE SERVICES, CONTENT, AND APPLICATIONS MADE AVAILABLE ON THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT. IF YOU INSTALL AND USE AN APPLICATION THAT IS MADE AVAILABLE ON THE SERVICES, WE MAKE NO WARRANTY THAT THE APPLICATION WILL PERFORM ITS INTENDED FUNCTION OR DELIVER ANY EXPECTED RESULTS, AND YOU ACKNOWLEDGE THAT YOU ASSUME ALL RISK ARISING FROM USE OF THE APPLICATIONS.
You will indemnify and hold harmless the Company and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content; (ii) your User Content; or (iii) your violation of these Terms.
13. Limitation of Liability
NEITHER THE COMPANY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, TOOLS, OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, TOOLS, OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, ANY DISPUTE IN RELATION TO INTELLECTUAL PROPERTY RIGHTS IN A DESIGN OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO THE COMPANY FOR USE OF THE SERVICES OR CONTENT.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.
14. Governing Law
These Terms and any action related thereto will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions.
15. Dispute Resolution
15.1 Informal Negotiations
The Company’s goal is to provide you with great service, so the Company will try its best to resolve any disagreements that you have. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (“Dispute”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
15.3 Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations (except those Disputes expressly excluded below), then the Parties agree to resolve the Dispute in binding arbitration instead of court. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The Parties also agree that either party may bring suit in court to enjoin the infringement or other misuse of intellectual property rights. Arbitration does not involve a judge or jury. Instead, a neutral person (“Arbitrator”) hears each Party’s side of the dispute, and makes a decision that is finally binding on both Parties. The arbitrator can award the same relief as a court could award, including monetary damages. While court review of an arbitration award is limited, if a Party fails to comply with the arbitrator’s decision, then the other Party can have the arbitration decision enforced by a court. If for any reason a Dispute proceeds in court rather than in arbitration, the Parties waive any right to a jury trial. YOU AGREE TO RESOLVE YOUR DISPUTE WITH US SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION. The arbitration may be conducted in writing, remotely (e.g., by videoconference) or in-person in the county where you live (or at some other location that we both agree to). To begin an arbitration proceeding against us, send a letter requesting arbitration and describing the Dispute to [email protected], 16 Front St, Suite 209, Salem, MA 01970. If we request arbitration against you we will give you notice at the email address or street address you provided.
15.3 Court Proceedings
If, for any reason, a Dispute proceeds in court rather than in arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in the Commonwealth of Massachusetts, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms.
15.4 Commencement of Action
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competition jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
15.6 Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
16. General Terms
These Terms constitute the entire and exclusive understanding and agreement between the Company and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between the Company and you regarding the Services and Content. If for any reason an arbitrator or court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without the Company’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. The Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by the Company under these Terms, including those regarding modifications to these Terms, will be given by the Company: (i) via e-mail; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
These terms shall be understood, construed, and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws principles. In the event of any legal action to enforce or interpret these Terms, or arising out of or related to the Services or the Content, the sole and exclusive venue shall be a court of competent jurisdiction located in the Essex County, Massachusetts, and the you agree to and do hereby submit to the jurisdiction of such court.
17. Contact Information
If you have any questions about these Terms or the Services, or if you wish to resolve a complaint regarding the Site, please contact us at:
16 Front Street
Salem, Massachusetts, 01970