Last Modified January 1, 2024
Ashley Koff RD, LLC and Ashley Koff Better Nutrition Program LLC (“Ashley Koff RD” “Ashley Koff,” “we,” “I,” “us” or “our” or the “Company”) creator and sole owners of The Better Nutrition Program (also known as BNP Health Membership, The Better Nutrition Membership or The Better Nutrition Simplified Membership), My Better Nutrition skill for Alexa by Amazon, The Road Trip to Better Health, TNS (Total Neuropathy Solution) Nutrition Program, The GLP-1 Practitioner Protocol Package and The Better Nutrition Plan as well as all other content for purchase on the website (unless otherwise specified on individual content) welcomes you. We invite you to access, review, and purchase items from our websites, including, without limitation thebetternutritionprogram.com, membership.thebetternutritionprogram.com (the “Websites”) whether as visitor, registered member or buyer.
We provide access to the Websites subject to the following Terms of Use, which may be updated by us from time to time without notice to you. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. By browsing the public areas or by accessing and using the Websites, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”). This Website is offered and available to Users who are 18 years of age or older that are able to form a binding contract with the Company. If you do not agree to any of these terms, then please do not use the Websites.
Any User who purchases or is gifted a membership from us (each, a “Member” or “Subscriber”) and anyone who purchases a product or service through one of our Websites (“Buyer”), or anyone who signs up and is approved to be an Affiliate “Affiliate” is agreeing to the terms of this Agreement and the accompanying Terms and Conditions of Purchase with respect to such product or service. In the event of any conflict between the terms of this Agreement and the Terms and Conditions of Purchase, the Terms and Conditions of Purchase shall control.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.
1. Description and Use of Our Websites. We provide Visitors, Members, and Buyers (collectively referred herein as “Users”) with access to the Services as described below.
a. Visitors. Visitors, as the term implies, are people who want to explore the Websites. No login is required for Visitors. Visitors can: (i) view all publicly available content on the Websites and (ii) email us.
b. Buyers. Buyers can (i) do all the things that Visitors can do, (ii) purchase products and services through one of our Websites and (iii) create and access their account to review purchase history. At any point, Buyers may choose to purchase membership and in doing so are no longer buyers, they become Members.
c. Members. Members can (i) do all the things that Visitors can do, (ii) purchase products and services through one of our Websites, (iii) access exclusive content available only to Members, (iv) create, access, manage, and update their own personal accounts on the Websites, (v) sign up for our various programs, (vi) sign up for alerts and other notifications and (vii) become part of the The Better Nutrition Membership community.
d. Affiliates. Affiliates can (i) do all the things that Visitors can do, (ii) purchase products and services through one of our Websites, (iii) access exclusive content available only to Affiliates, (iv) create, access, manage, and update their own personal affiliate accounts on the Websites, (v) sign up for our various programs, (vi) sign up for alerts and other notifications and (vii) become part of the The Better Nutrition Program community.
To access the Website or some of the resources it offers as an Affiliate or Member or Buyer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
2. Community Guidelines. The Ashley Koff RD LLC and Ashley Koff Better Nutrition Program LLC community, like any community, functions best when its Users follow a few simple rules. By accessing and/or using the Websites, you agree to comply with these community guidelines (the “Community Guidelines”) and that:
a. You will comply with all applicable federal and state laws in your use of the Websites and will not use the Websites for any unlawful purpose;
b. You will not upload, post, email, transmit, or otherwise make available any content that:
i. Infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity.
ii. Is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity).
iii. Used for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
iv. Discloses any sensitive information about another person, including that person’s email address, postal address, phone number, credit card information, or any similar information.
v. Is likely to deceive any person.
vi. Causes annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
vii. You will not “stalk,” threaten, or otherwise harass another person.
viii. You will not send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Community Guidelines set out in these Terms of Use.
ix. You will not spam or use the Websites to engage in any commercial activities.
c. If you post any Contributions, you will stay on topic;
i. You will not access or use the Websites to collect any market research for any business or personal interests.
ii. You will not give the impression that you emanate from or are endorsed by us.
iii. You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
iv. You will not interfere with or attempt to interrupt the proper operation of the Websites through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Websites through hacking, password or data mining, or any other means.
v. You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Websites.
vi. You will not use any robot, spider, scraper, or other automated means to access the Websites for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Websites for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials.
vii. You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.
viii. You will let us know about inappropriate content of which you become aware. If you find something that violates our Community Guidelines, please let us know, and we’ll review it.
We reserve the right, in our sole and absolute discretion, to deny you access to the Websites, or any portion of the Websites, without notice, and to remove any content that does not adhere to these Community Guidelines.
3. Online Purchases and Other Terms and Conditions. All purchases through our sites or other transactions for the sale of goods, services or information formed through the Websites or resulting from visits made by you are governed by our Terms of Sale, which are hereby incorporated into these Terms of Use.
As consideration for any purchase you make on the Websites, you shall pay Ashley Koff Better Nutrition Program LLC (dba The Better Nutrition Program) all applicable fees and taxes. All sales are final. We (or our third-party payment processor) shall authorize your credit card, bank account, or other approved payment facility you provided during the registration process for the full payment of the fees and any applicable taxes, and you hereby consent to the same. If the mailing address you provided us is in the United States, all payments will be charged and made in the United States dollars. If the mailing address you provided us is outside the United States or any of its possessions or territories, all payments will be charged and made in your local currency.
You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number, and expiration date) to keep your account current, complete, and accurate, and you must promptly contact us if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your username or password). You hereby authorize Ashley Koff Better Nutrition Program LLC to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you hereby agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. You are advised to check with your bank and credit card issuer for details.
4. Additional Terms. Additional terms and conditions may also apply to specific portions, services or features of the Websites. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.
Intellectual Property. The Websites and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The trademarks, service marks, and logos of Ashley Koff RD, LLC and Ashley Koff Better Nutrition Program LLC (the “Intellectual Property”) used and displayed on the Websites are registered and unregistered trademarks or service marks of Ashley Koff RD LLC and /or Ashley Koff Better Nutrition Program LLC. Other company, product, and service names located on the Websites may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Ashley Koff RD, LLC Trademarks, the “Trademarks”). Nothing on the Websites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior express written permission specific for each such use. Use of the Intellectual Property as part of a link to or from any site is prohibited unless establishment of such a link granted prior written approval by Ashley Koff RD, LLC or Ashley Koff Better Nutrition Program LLC. All goodwill generated from the use of Ashley Koff, RD LLC and Ashley Koff Better Nutrition Program LLC Intellectual Property inures to our benefit. Elements of the Websites are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
These Terms of Use permit you to use the Websites for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Websites, except as follows:
a. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
b. You may store files that are automatically cached by your Web browser for display enhancement purposes.
c. If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own use, provided you agree to be bound by our end User license agreement for such applications.
You must not:
a. Modify copies of any materials from this site unless in agreement with the specific exceptions specified in the purchase agreement section below.
b. Sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.
c. Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
d. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
e. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
Purchase Agreement Terms (as specified on shopping cart page)
- By purchasing you agree to not edit the content of the tools (excluding approved exceptions noted below)*, resell, publish or otherwise use any tool purchased here for any benefit other than as specified below:
- You may not resell or publish more than one page of a tool without specific, written permission from The Better Nutrition Program.
- You may use your tools in any practice management or EHR system either by uploading them as PDFs, using an approved by The Better Nutrition Program digital form, or uploading in accordance with our stated rules. Specifically, if you choose to use any tool in an EHR or practice management system such as Healthie, Practice Better, Simple Practice or anywhere where you receive an electronic form to share with your clients, you may not share the form with another practitioner, nor can you edit any portion of the content without being in violation of our copyright. You may add your logo, business name, promotions and specific recommendations as long as you do not remove or obstruct any of the existing content. No edits may infer or explicitly state that you own the rights to or created the tool(s).
- *Edit exceptions – practitioners may choose to edit the tools to comply with their desired patient recommendations. They may do so editing the PDF so long as no edit obstructs or removes The Better Nutrition Program logo, the information and image of the collaborating experts, nor does it infer or make explicit that the practitioner created or owns the rights to any of the content within the tool.
If you wish to make any use of material on the Websites other than that set out in this section, please address your request to: [team@thebetternutritionprogram.com].
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
5. Contributions; Licenses. As noted above, the Websites provides Members the ability to post and upload Contributions. You expressly acknowledge and agree that once you submit your Contributions for inclusion into the Websites, it will be accessible by others, and that there is no confidentiality or privacy with respect to such Contributions, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT ASHLEY KOFF RD, LLC or ASHLEY KOFF BETTER NUTRITION PROGRAM LLC ARE ENTIRELY RESPONSIBLE FOR ALL YOUR CONTRIBUTIONS THAT YOU UPLOAD, POST, EMAIL, OR OTHERWISE TRANSMIT VIA THE WEBSITES.
You retain all copyrights and other intellectual property rights in and to your own Contributions. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your Contributions and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. You also grant us and our sublicensees the right, but not the obligation, to use your Contributions, your username, name, likeness, and photograph in connection with any use of the related Contributions permitted by the previous sentence and/or to advertise and promote the Websites, Ashley Koff RD, LLC and Ashley Koff Better Nutrition Program LLC, and our products and services. Without limiting the foregoing, you acknowledge and agree that uses of your Contributions, name, likeness, and photograph permitted by the foregoing rights and licenses may include the display of such Contributions, name, likeness, and photograph adjacent to advertising and other material or content, including for profit.
If you submit Contributions to us, each such submission constitutes a representation and warranty to Ashley Koff RD, LLC and Ashley Koff Better Nutrition Program LLC that such Contributions is your original creation (or that you otherwise have the right to provide the Contributions), that you have the rights necessary to grant the license to the Contributions under the prior paragraph, and that it and its use by Ashley Koff RD, LLC / Ashley Koff Better Nutrition Program LLC and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines. You understand and acknowledge that you are responsible for any Contributions you submit or contribute, and you, not the Ashley Koff RD, LLC, have fully responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any Contributions posted by you or any other User of the Website.
6. Reporting Claims of Copyright Infringement. If you believe that any Contributions violate your copyright, please follow our instructions below on sending us a notice of copyright infringement. It is the policy of the Company to terminate the User accounts of repeat infringers. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Websites infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
(a) Your physical or electronic signature.
(b) Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
(c) Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
(d) Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
(e) A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
(f) A statement that the information in the written notice is accurate.
(g) A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated Copyright Agent to receive DMCA Notices is:
Ashley Koff RD LLC & Ashley Koff Better Nutrition Program LLC
808 Yard St #416
Columbus OH 43212
via email: Team@thebetternutritionprogram.com
7. Reliance on Information Posted. The information presented on or through the Websites is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Websites, or by anyone who may be informed of any of its contents. The Websites include content provided by third parties, including materials provided by other Users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
8. Changes to the Websites. We may update the content on this Websites from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Websites may be out of date at any given time, and we are under no obligation to update such material.
9. Information About You and Your Visits to the Website. All information we collect on the Websites is subject to our Privacy Policy. By using the Websites, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
10. Linking to the Websites and Social Media Features. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
The Websites may provide certain social media features that enable you to:
a. Link from your own or certain third-party websites to certain content on the Websites.
b. Send emails or other communications with certain content, or links to certain content, on the Websites.
c. Cause limited portions of content on the Websites to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
a. Establish a link from any website that is not owned by you.
b. Cause the Websites or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
c. Link to any part of the Websites other than the homepage.
d. Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Community Guidelines set out in these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
11. Geographic Restrictions. The owner of the Websites is based in the state of the Ohio in the United States. We provide the Websites for use only by persons located in the United States. We make no claims that the Websites or any of its content is accessible or appropriate outside of the United States. Access to the Websites may not be legal by certain persons or in certain countries. If you access the Websites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
12. Disclaimer of Warranties; Limitations of Liability. THE WEBSITES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE WEBSITES WILL OPERATE ERROR-FREE OR THAT THE WEBSITES, THEIR SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON- INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITES OR THE CONTENT SHALL BE LIMITED TO THE FEES YOU HAVE PAID US IN CONNECTION WITH ANY PURCHASES YOU HAVE MADE FROM US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
THE WEBSITES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITES. THE WEBSITES MAY CONTAIN INFORMATION ON CERTAIN PRODUCTS AND SERVICES, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT OR SERVICE ON THE WEBSITES DOES NOT IMPLY THAT SUCH PRODUCT OR SERVICE IS OR WILL BE AVAILABLE IN YOUR LOCATION. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITES AT ANY TIME WITHOUT NOTICE.
13. External Websites. The Websites may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
14. Representations; Warranties; and Indemnification. As applicable, you hereby represent, warrant, and covenant that:
a. You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your Contributions and any other works that you incorporate into your Contributions, and all the rights necessary to grant the licenses and permissions you grant hereunder;
b. Use of your status as a Member in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
c. You shall not submit to the Website any Contributions that violates our Community Guidelines set forth above or any other term of this Agreement.
As a result, we have the right to:
a. Remove or refuse to post any Contributions for any or no reason in our sole discretion.
b. Take any action with respect to any Contributions that we deem necessary or appropriate in our sole discretion, including if we believe that such Contributions violate the Terms of Use, including the Community Guidelines, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users of the Websites or the public, or could create liability for the Company.
c. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
d. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Websites.
e. Terminate or suspend your access to all or part of the Websites for any or no reason, including without limitation, any violation of these Terms of Use.
YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES; arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content or the Websites; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Websites.
However, we cannot and do not undertake to review all material before it is posted on the Websites, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
15. Controlling Law. This Agreement and any action related thereto will be governed by the laws of the State of Ohio without regard to its conflict of laws provisions.
16. Binding Arbitration. In the event of a dispute arising under or relating to this Agreement, the Content, or the Websites (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules www.adr.org and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 17 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
17. Class Action Waiver. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) 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. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
18. Equitable Relief. You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Delaware for purposes of any such action by us.
19. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
20. Waiver and Severability. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
21. Comments and Concerns. Although we encourage you to email us, we do not want you to, and you should not, email us any content that contains confidential information. With respect to all emails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
