Terms of Use


Terms of Use

Effective Date: These Terms of Use are effective as of July 13, 2012.

GENERAL

These Terms of Use, and our Privacy Policy, as each is amended from time to time, as well as any other rules and restrictions set forth on this web site, apply to you when you view, access, or otherwise use the web site located at www.theidiet.com (the “Website”). The Website is owned by Instinct Health Sciences, Inc. (“IHS”), with offices at 2 Seaver Street, Wellesley, Massachusetts 02481, and for the purposes of these Terms of Use, the terms “we,” “us,” “our,” and “IHS,” refer to Instinct Health Sciences, Inc. “You” refers to you, as a user of this Website. By accessing or using the Website, you are acknowledging that you are at least 18 years of age or you have the consent of a legal parent or guardian, and that you have read, understand, and agree without limitation or qualification to be bound by these Terms of Use. If you do not agree with these Terms of Use, you do not have the right to access or otherwise use the Website and, accordingly, you should not do so. This Website is not intended for children under the age of 13 years of age. If you are under 13 years of age, then please do not use the Website.

These Terms of Use include a release by you of all claims for damages against us that may arise out of your use of the Website. By using the Website, you are agreeing to this release.

You agree that each visit to the Website shall be subject to the then-current Terms of Use available on the Website. Accordingly, you should check these Terms of Use periodically for changes prior to using the Website.

PRIVACY POLICY

In addition to these Terms of Use, your use of and access to the Website is also subject to our Privacy Policy. Our Privacy Policy contains additional terms relating to our potential collection, use, and disclosure of your personal information as a Website visitor. You agree that you have read, understand, and agree to IHS’s complete Privacy Policy.

USE OF THE WEBSITE AND WEBSITE CONTENT

Your Right to Use the Website.  Subject to the terms and conditions in these Terms of Use [and any terms applicable to your use of third party software], we grant you a nonexclusive, nontransferable, limited right to access, use, and display the Website, and the copyrighted text, software, music, videos, graphics, photos, interactive features, logos, trademarks, and other proprietary materials and information provided hereon (collectively, “Website Content”), subject to the limitations set out in Section III(b) below.

Limitations on Use of Website. The rights granted to you under these Terms of Use with respect to the use of the Website are subject to the following limitations:

You agree not to distribute in any medium any part of the Website or Website Content without our prior written consent.

You agree not to alter or modify any portion of the Website or Website Content, except for content that you provide to the Website or Website Content that is designated as editable by visual indications on the Website, including those portions of the Website that are message boards, chat rooms, or other interactive forums.

You agree not copy, reproduce, distribute, display portions of, or link to this Website or any Website Content contained hereon for commercial purposes without our prior express written consent (including, but not limited to, the sale of advertising on the Website, or the use of the Website to generate advertising or subscription revenue).
You agree to use the Website and the Website Content only for lawful, personal, and informational purposes, and you agree that you will not use the Website in any manner which violates any applicable local, state, national, or international law, or the intellectual property or proprietary rights of any third party.

You agree not to interrupt or attempt to interrupt the operation of the Website. You agree not to use the Website in any manner designed to degrade the performance or functioning of the Website, including, without limitation, launching Denial-of-Service attacks against the Website. You agree not to post or transmit into or on the Website any information or software that contains a virus, bug, worm, Trojan horse, or other harmful or disruptive element. You agree not use any automated tool, such as a web scraping tool, a bot or web robot, or web automation, to mine the Website for information or to fill out forms on the Website. You also agree that the web and email servers maintained by IHS and the emails associated with the domain cannot be used for the delivery of unsolicited bulk email or for any malicious or unlawful purpose.

You agree not to post or transmit into or on the Website any unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, obscene, or otherwise objectionable or harmful information of any kind.

You will not attempt to gain unauthorized access to the Website or the servers and network associated with the Website. You will not circumvent or attempt to circumvent any security or access control technology implemented on the Website, or the servers and network associated with the Website.

IHS reserves the right to suspend or discontinue access to all or any portion of the Website at any time. Without limiting the preceding sentence, we reserve the right to limit or deny you access to the Website or take other appropriate action if you violate these Terms of Use or engage in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful, or malicious.

Except as otherwise permitted herein, you may not reproduce, distribute, modify, copy, publish, display, transmit, adapt, upload, create derivative works of, post, or in any way exploit the Website or the Website Content in any manner or for any purpose.

Ownership and Copyright Protection. The Website and all Website Content contained thereon is protected by copyright as a collective work under United States copyright laws, and is owned or controlled by, or licensed to, IHS or the party listed as the provider of the applicable Website Content. The Website and all Website Content is provided “as is” solely for your personal use and informational purposes. UNAUTHORIZED COPYING, REPRODUCTION, DISTRIBUTION, MODIFICATION, PUBLISHING, DISPLAY, ADAPTING, UPLOADING, CREATING DERIVATIVE WORKS, POSTING, OR TRANSMITTING OF ANY OF THE WEBSITE CONTENT IS PROHIBITED. IHS reserves all rights not expressly granted in and to the Website and the Website Content on behalf of itself or its licensors.

In downloading any materials from the Website in accordance with the limited rights granted under these Terms of Use, you agree to maintain and abide by all copyright, trademark, and other notices contained in such Website Content, or if none, you agree to abide by the following copyright and trademark notice with respect to such downloaded materials:

© 2014 Instinct Health Sciences, Inc.  The iDiet logo and all associated trademarks and logos used herein are trademarks of Instinct Health Sciences, Inc. Other company and product names used herein are properties of their respective owners. All rights reserved.

Trademarks.  iDiet, The iDiet, Instinct, Be Amazed! are registered trademarks of IHS.  Other marks, product names, and company names appearing on the Website, are trademarks and/or service marks of IHS and/or their respective owners, and are protected by law. IHS marks may be used publicly only with permission from IHS. Fair use of the trademarks and service marks requires proper acknowledgment in accordance with the above copyright and trademark notice.

Linked Sites.  Links may appear on the Website to third party website(s) which are not owned or operated by IHS (“Linked Sites”). These links are provided solely as a courtesy to our Website visitors. IHS reserves the right to add, change, decline, or remove any link at any time. Each Linked Site may have an individual privacy policy and/or terms of use which govern your use of and access to such Linked Site, and we recommend that you review the policies applicable to the Linked Sites prior to your use of such Linked Sites. IHS is not responsible for and does not endorse or warrant in any way any materials, information, goods, or services available through Linked Sites or any privacy or other practices of such Linked Sites.

Accuracy of Information.  IHS strives to accurately describe its products and services and to provide updated information on the Website. However, IHS does not warrant that product or service descriptions and information on the Website are complete or free from error. IHS has no obligation to update the Website, and there is a possibility that Website Content may be out of date.

RESTRICTED RIGHTS & EXPORT CONTROLS

Government Use.  Any software or documentation that may be available on the Website are “commercial items” as defined in FAR 2.101. Therefore, in accordance with FAR 12.211 (Technical data) and FAR 12.212 (Computer software) and, for U.S. Department of Defense Customers, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in commercial computer software or computer software documentation), all U.S. government end users acquire the software and documentation with only those rights set forth herein.

Export Compliance.  You acknowledge and agree to comply with all U.S. laws, regulations, and requirements applicable to the export of U.S. origin products and technology.

DISCLAIMERS AND LIMITATION OF LIABILITY

Disclaimers of Liability; No Warranty.  THE WEBSITE MAY CONTAIN ERRORS AND DEFECTS OR MAY SUFFER INTERMITTENT DOWNTIME AND IS PROVIDED “AS IS”, “AS-AVAILABLE”, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, IHS AND ITS AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY REFERRED TO AS “IHS” FOR THE PURPOSES OF THIS SECTION HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY; SATISFACTORY QUALITY; FITNESS FOR A PARTICULAR PURPOSE; NON-INFRINGEMENT OF THIRD PARTY RIGHTS; THAT ACCESS TO OR OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED, VIRUS-FREE, OR ERROR FREE; THAT THE WEBSITE AND OUR SERVERS ARE SECURE; OR AS TO THE ACCURACY, RELIABILITY, QUALITY, OR CONTENT OF ANY INFORMATION, SERVICE, OR PRODUCT PROVIDED ON OR THROUGH THE WEBSITE; AS WELL AS ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; PROVIDED THAT THIS SECTION SHALL NOT OPERATE TO EXCLUDE OR DISCLAIM THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE. USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF ANY FILES, INFORMATION, CONTENT, SERVICES, OR OTHER MATERIAL ACCESSED THROUGH OR OBTAINED BY MEANS OF THE WEBSITE.

Limitation of Liability.  IHS SHALL NOT BE LIABLE TO YOU FOR PERSONAL INJURY, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR LOST PROFITS) UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF USE, EVEN IF IHS HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE AND/OR WEBSITE CONTENT IS TO CEASE ALL OF YOUR USE OF THE WEBSITE.

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions the above limitations and exclusions may not apply to you. In such states or jurisdictions, IHS’s liability is limited to the extent permitted by law, thereby minimizing IHS’s liability to you to the lowest amount permitted by applicable law.

Indemnification.  You agree to defend, indemnify, and hold us harmless for any loss, damages, or costs, including without limitation reasonable attorneys’ fees, resulting from any third party claim, action, or demand resulting from your use of or access to the Website or its products or services, your violation of any third party proprietary or other rights, or breach of these Terms of Use. You also agree to indemnify us for any loss, damages, or costs, including without limitation reasonable attorneys’ fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.

GOVERNING LAW; DISPUTE RESOLUTION

Dispute Resolution Venue.  You and IHS agree that we will first attempt to resolve any legal or equitable claim relating to these Terms of Use (referred to as a “Claim”) informally. Accordingly, neither of us may start a formal proceeding (except for Claims involving any violation of the federal trademark or copyright laws, or for injunctive relief) for at least 30 days after one of us notifies the other of a Claim in writing. You will send your notice to Instinct Health Sciences, Inc., 2 Seaver Street, Wellesley, Massachusetts 02481. If we cannot resolve a Claim informally, you and IHS each agree to submit to personal jurisdiction in Massachusetts and agree that any and all Claims either of us asserts shall be exclusively brought in the appropriate Massachusetts or federal court in Massachusetts, provided that neither you nor IHS shall be precluded from filing a Claim in Massachusetts small claims court for disputes within the small claims court jurisdictional level.

Governing Law and Jurisdictional Issues.  These Terms of Use and your use of the Website are governed in all respects by the substantive laws of the Commonwealth of Massachusetts and of the United States of America. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed. The Website is intended for and directed to residents of the United States and all information, advertising, and claims contained on the Website are valid in and applicable only to the United States.

MISCELLANEOUS

Suggestions and Feedback.  IHS welcomes feedback or inquiries about our products and services. If you elect to provide any feedback or comments of any nature to IHS, all of such feedback and comments shall be the sole and exclusive property of IHS, and IHS shall have the right to use such feedback in any manner and for any purpose in IHS’s discretion without remuneration, compensation, or attribution to you, provided that IHS is under no obligation to use such feedback.

Entire Agreement, Assignment, and Interpretation.  These Terms of Use, together with our Privacy Policy, form the complete and exclusive agreement between you and IHS, and they supersede all prior or contemporaneous, oral or written, proposals, understandings, representations, conditions, warranties, and all other communications between you and IHS. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by IHS without restriction. This agreement may not be explained or supplemented by any prior course of dealings or trade by custom or usage. The section headings used herein are for convenience only and shall not affect the interpretation of these Terms of Use. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Contact Us.  If you have any questions, comments, or concerns about these Terms of Use and/or the Website, please send an email to info@theidiet.com. However, please note that communications made through the Website’s email and messaging systems shall not be deemed to constitute legal notice to IHS or any of its officers, employees, agents, or representatives in any situation where notice to IHS is required by contract or any law or regulation. You may provide notice to IHS at:

Instinct Health Sciences, Inc.
2 Seaver Street
Wellesley MA 02481


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