HEALTHY COMMONS, LLC
And
Healthy Living Enterprises, LLC
DISCLAIMER
And
Terms of Use Agreement
Welcome to Healthy Living NYC and Healthy Commons owned and operated by Healthy Commons, LLc and Healthy Living Enterprises, LLc ("for purposes of this disclaimer and terms of use agreement Healthy Living NYC, Healthy Commons, LLc and Healthy Living Enterprises, LLc will hereinafter collectively be referred to as Healthy Commons "). By using the “Healthy Commons” website, service(s) and or any services actual or implied thereof, including but not limited to any, advertisements, advice, blogs, brochures, chats, chatrooms, connections, contact(s), conversation(s), data, documents, email(s), entity(ies), exercises and/or exercises, file sharing, file viewing, flyers, food, games, groups, information of any kind, internet navigation, link(s), location(s), magazines, media, media sharing, messages or messaging, music and/or music sharing, place(s) of any kind, person(s) ,photo and/or photo sharing, product, recipes, search(es) or searching for any service, search engines, social networks and/or social networking, video and video sharing, website(s) (collectively the "Service(s)"), “You” [“Your”] (including but not limited to any person, third party, viewer, internet or web surfer, entity, company, corporation, limited liability company visitor, user, logged on person, etc. to the “Healthy Commons” website) accept and agree to be bound by the following terms and conditions (the "Terms of Use").
Nothing in the Terms of Use Agreement should be construed to confer any rights to any third party beneficiaries.
Your Acceptance
“You” for using and/or visiting the “Healthy Commons” website (collectively, “Healthy Commons” which includes but is not limited to all Content available through the “Healthy Commons” domain name, the “Healthy Commons Website", "“ Healthy Commons” Website Links" or any of the “Healthy Commons” services as described herein), “You” are required to review this Terms Of Use Agreement (Policy). By using and/or visiting this website, “You” are acknowledging and therefore accepting all of the terms and conditions as described in this Term Of Use Agreement.
If you do not agree to any of these terms, then please do not use the “Healthy Commons” Website.
Please note that this Term Of Use Agreement is subject to change without notice.
1. Ability to Accept Terms of Service
1.1. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of thirteen (13), as the “Healthy Commons” Website is not intended for children under the age of thirteen (13). If you are under thirteen (13) years of age, then please do not use the “Healthy Commons” Website.
2. Service
2.1. Use Of Services.
2.1.1. As stated above when “You” entered/logged onto “Healthy Commons” “You” agreed to the terms and conditions contained in this agreement. The use of this Website/software, including any third party software made available in conjunction with this software, and “You” hereby agree that it is for Non-commercial Use Only and it is for “Your” personal use only.
2.1.2. Prohibited Actions
2.1.2.1. “You” do hereby acknowledge and agree that you will not under any circumstances distribute any services or software associated with or derived from “Healthy Commons”, nor modify, copy, license, or create derivative works including but not limited to “Healthy Commons Content”, “Healthy Commons Work Product” or “Healthy Commons Tools” and “Healthy Commons Intellectual Property Rights” (collectively the Healthy Commons Property) for any reason or no reason whatsoever.
2.1.2.2. As used in this Healthy Commons Terms Of Services Agreement, the following definitions apply:
2.1.2.2.1. “Healthy Commons Content” shall mean but not be limited to all text, pictures, sound, graphics, video and other data and this content may be modified from time to time.
2.1.2.2.2. “Healthy Commons Work Product” shall mean but not be limited to all HTML files, Java files, graphics files, animation files, data files, technology, scripts and programs, both in object code and source code form.
2.1.2.2.3. “Healthy Commons Tools” shall mean but not be limited to any tools, both in object code and source code form, and any and all intellectual property rights without limitation. “Healthy Commons Tools” may include, without limitation, toolbars for maneuvering between pages, search engines, Java applets, AJAX scripts, Actionscripts, PHP scripts, Ruby functions and scripts, Rails frameworks, Python programs, database schemas, and ActiveX controls
2.1.2.2.4. “Healthy Commons Intellectual Property Rights” means any and all now known or hereafter known tangible and intangible (i) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (ii) trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property rights of every kind and nature throughout the universe and however designated, whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force including any rights in any of the foregoing. Ownership of all Healthy Commons Intellectual Property Rights arising out of or derived from any work product contained in the Healthy Commons will be exclusively owned by Healthy Commons.
2.2. Accounts
2.2.1. In order to access some features of the “Healthy Commons” Website and/or services, "You" may/will have to create an account. "You" may never use another's account without permission. When creating "Your" account, "You" must provide accurate and complete information. "You" are solely responsible for the activity that occurs on "Your" account, and "You" must keep "Your" account password secure.
2.2.2. “Healthy Commons” will not be held responsible or liable for any losses caused by any use of "Your" account, authorized or unauthorized, "You" will be held liable for any losses Incurred by “Healthy Commons” or others due to any misuse of "Your" account either authorized or unauthorized.
2.3. Fees.
2.3.1. “You” hereby acknowledge that “Healthy Commons” at their sole discretion, reserves the right to charge for Membership and/or Services and to change its fees from time to time in its sole discretion. In the event “Healthy Commons” terminates “Your” Membership for any reason, “You” shall not be entitled to the refund of any unused portion of any fees paid.
2.4. Member Passwords.
2.4.1. In the Event “You” sign up to become a Member of “Healthy Commons” website and/or any of the “Healthy Commons” services, “You” will also be asked to choose a password. “You” are entirely responsible for maintaining the confidentiality of “Your” password. “You” do hereby agree not to use the account, username, or password of another Member at any time or to disclose “Your” password to any third party. “You” do hereby agree to notify “Healthy Commons” immediately if you suspect any unauthorized use of “Your” account or access to your password. “You” are solely responsible for any and all use of Your” account.
2.5. Member Disputes.
2.5.1. You are solely responsible for your interactions with other “Healthy Commons” Members. “Healthy Commons” reserves the right, but has no obligation, to monitor disputes between you and other Members.
3. Search.
3.1. “Healthy Commons” search box. For the purposes of this Terms of Use, "Site" shall mean the “Healthy Commons” Web site or links to sites from “Healthy Commons” search box on which “You” place queries in any manner in the search box (or other means used by users of the Site ("End Users") to enter a search query ("Query") on the Site ("Search Box") to search for services as described herein. Use of “Healthy Commons” search box, links and or website for search means including but not limited to access of the site from other sources other than the Site, including but not limited to through an application such as a toolbar, plug-in, helper, component or other executable code that runs on any user's computer (examples include applications that provide instant messaging, chat, email, data, file viewing, media playing, file sharing, games, internet navigation, search and any other services) are at ““Your” own risk and “Healthy Commons” will not be held responsible or liable in any manner for any results obtained thereof.
3.2. “Healthy Commons” retains the unequivocal right to change, modify or terminate the search Service at any time for any reason, and without notice.
3.3. “You" agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the ““Healthy Commons”” Website or links contained therein in a manner that sends more request messages to the “Healthy Commons” servers in a given period of time than a human can reasonably produce in the same period by using a convention on-line web browser. Notwithstanding the foregoing, ““Healthy Commons”” grants the operators of public search engines limited permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. ““Healthy Commons”” reserves the right to revoke these exceptions at their sole discretion for any reason. "You" agree not to collect or harvest any personally identifiable information, including account names, from the “Healthy Commons” Website, nor to use the communication systems provided by the “Healthy Commons” Website for any commercial solicitation purposes. "You:" do hereby agree not to solicit, for commercial purposes, any users of the “Healthy Commons” Website with respect to their User Submissions.
4. Modifications.
4.1. “Healthy Commons” may modify the Terms of Use at any time for any reason, and without notice Unauthorized Modifications.
4.2. Unauthorized attempts to modify or modifications of any information stored on “Healthy Commons” web pages may result in criminal prosecution.
5. “Your” (User) Obligations.
5.1. “You” shall be responsible for all content provided by “You” and or actions “You” perform on the site and “You” hereby agree to hold “Healthy Commons” harmless for same.
5.2. Appropriate Conduct. “You” shall not, and shall not allow any third party to: (a) edit, modify, truncate, filter or change the order of the information contained in any Results (either individually or collectively), including, without limitation, by way of commingling Results with non-Healthy Commons provided search results or advertising; (b) frame any Results or Results Page; (c) display any Results in pop-up, pop-under, exit windows, expanding buttons, or animation; (d) display any Results to any third parties other than End Users; (e) minimize, remove or otherwise inhibit the full and complete display of any Results Page (including any Results); (f) directly or indirectly access, launch and/or activate the Service through or from, or otherwise incorporate the Service in, any form, Web site or other means other than the Site, and then only to the extent expressly permitted herein; (g) transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau or other unauthorized purposes any Service or access thereto (including, but not limited to Results, or any part, copy or derivative thereof); (h) enter into any arrangement or agreement under which any third party pays “You” fees, or “You” pay any third party fees, or party either shares in any revenue payments and/or royalties for any Results; (i) directly or indirectly generate queries, or impressions of clicks on Results, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro programs, and Internet agents); (j) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any “Healthy Commons” Service or any other “Healthy Commons Product” including but not limited to technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation; (k) remove, deface, obscure, or alter “Healthy Commons” copyright notice(s), trademark(s) or other proprietary rights notices affixed to or provided as a part of any Service or any other “Healthy Commons” technology, software, materials and documentation; (l) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from the Healthy Commons Service (including, but not limited to, Results, or any part, copy or derivative thereof); (m) create or attempt to create a substitute or similar service or product through use of or access to any of the Service or proprietary information related thereto; and/or (n) engage in any action or practice that reflects poorly on “Healthy Commons” or otherwise disparages or devalues “Healthy Commons” reputation or goodwill.
5.3. The “Healthy Commons” Site does not contain any pornographic, hate-related or violent content or contain any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights, in the event “You” upload, send, display, communicate, transfer, deliver, link etc. in any manner any of the aforementioned “You” hereby agree to be fully responsible and liable for said actions and do hereby agree to hold “Healthy Commons” harmless for any of “Your”” actions.
6. Distribution
6.1. Except where the making of a copy is permitted under Division 4A of the Copyright Act 1968 without “Healthy Commons permission, “You” may only make copies of “Healthy Commons” and distribute them to others after “You” have obtained “Healthy Commons” permission and provided that any such recipient has had an opportunity to review and agrees in writing to be bound by these Terms and Conditions. If others to whom “You" would like to distribute “Healthy Commons” do not have this opportunity to review and agree to these Terms and Conditions but “You” would still like to distribute copies to them, “You” may do so provided that “You” have the legal right to bind each of those third parties to these Terms and Conditions. If “You” do not have this right and the recipients do not have an opportunity to review and agree to these Terms and Conditions, “You” may not distribute “Healthy Commons” to them.
7. Advertising.
7.1. “Healthy Commons” shall have the exclusive right to serve advertisements on any Web pages that contain the Results provided by “Healthy Commons”. “You” shall not in any way or for any purpose (including for purposes of advertising) frame any Results or Results Page provided by “Healthy Commons”.
8. Proprietary Rights
8.1. “Healthy Commons Intellectual Property Rights.
8.1.1. For purposes of the Terms of Use, "Healthy Commons Intellectual Property Rights" shall mean in addition to the rights described in 2.1.2.2.4 of this agreement any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
8.1.2. "Intellectual Property Rights" shall further mean any and all rights existing from time to time under patent law, copyright law, trade secret law, and any and all other proprietary rights whether or not capable of registration, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. Unless in accordance with a provision of the Copyright Act 1968 (Cth) (which by law may not be effectively excluded),”You” must not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from “Healthy Commons” or attempt to extract any portions of “Healthy Commons” files for use in other applications. “You” also agree to not remove, obscure, or alter “Healthy Commons” or any third party's copyright notice, trade marks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through “Healthy Commons” Website.
8.1.3. “You” hereby acknowledge that “Healthy Commons” owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Search Engine Service (including all “Healthy Commons” search engine technology) and all “Healthy Commons” Services and Healthy Commons Products, including but not limited to all Features, Technology, Contacts, Affiliates and Brand Features including but not limited to all items as described in this agreement, and that “You” shall not acquire any right, title, or interest in or to the Healthy Commons Service including nut not limited to “Healthy Commons” search engine technology, Healthy Commons Brand Features and Healthy Commons Products for any reason.
8.1.4. Brand Features. For purposes of these Terms of Use Agreement, "Brand Features" shall be defined as the website; content contained therein, products, trade names, trademarks, copyrights, emails, service marks, logos, domain names, and other distinctive brand features of “Healthy Commons”.
8.1.5. “You” hereby agree that all of the aforementioned are nontransferable and nonsublicenseable in any manner.
8.2. “You” hereby agree not to attempt to transfer, sublicense and/or register any Brand Features (including but not limited to domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of “Healthy Commons”.
8.3. “You” acknowledge that “Healthy Commons” owns all right, title and interest in and to the Healthy Commons website, Healthy Commons software provided through or in conjunction with “Healthy Commons”, including without limitation all Healthy Commons Intellectual Property Rights and Healthy Commons Property as described herein.
9. Copyright and Trademark Limitations
9.1. “Healthy Commons” has made the content of these pages available to the public and anyone may view the “Healthy Commons” website without obligation (with the exception of the terms of use) to “Healthy Commons” unless otherwise stated on any particular material or information to which a restriction on free use may apply. However, “Healthy Commons” makes no warranty that materials contained herein are free of Copyright or Trademark claims or other restrictions or limitations on free use or display. Making a copy of such material may be subject to the infringement of copyright and trademark laws.
10. Logos
10.1. Use and display of the “Healthy Commons” logos are strictly forbidden and are restricted by law.
11. Attribution.
11.1. The Search Box shall conspicuously display a graphic (available within the Code) that indicates that the Service is provided by “Healthy Commons”. The graphic shall link the “Healthy Commons” site to other sites (addresses).
12. Digital Millennium Copyright Act.
12.1. It is “Healthy Commons” policy to comply with the Digital Millennium Copyright Act.
13. Privacy Policy.
13.1. “Healthy Commons” collection and use of personal information is governed by “Healthy Commons” Privacy Policy, “You” understand and agree that “Healthy Commons” may access, preserve, and disclose ““Your” personal information and the contents of ““Your” account if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to comply with legal process or protect the rights, property and/or safety of “Healthy Commons”, its affiliates or the public. Personal information collected by “Healthy Commons” may be stored and processed in the United States or any other country in which “Healthy Commons” or its agents maintain facilities. By using the Service, “You” consent to any such transfer of information outside of “Your” country.
13.2. Consent to Collect Non-Personal Information
13.2.1. When “You” log onto “Healthy Commons”, “Healthy Commons” may collect certain non-personally identifiable information including, without limitation, the number of searches done on “Your” computer and the time it takes to see results on ““Your” computer. This information will be used by “Healthy Commons” only for purposes of operating and improving future versions of “Healthy Commons” and will not be disclosed to any third party or used for any purpose other than as described in this agreement.
13.3. Intrusion Detection
13.3.1. “Healthy Commons” website is subject to monitoring at all times to assure proper functioning of the systems, to provide security for the system's operation and information contained therein, to prevent unauthorized use, and to deter and investigate violations of law. In accordance with same there is no reasonable expectation of privacy in the use of this website.
13.4. U.S. Export Controls.
13.4.1. Any and all Software (the "Software") available in connection with the “Healthy Commons” website and/or Services are further subject to United States export controls. No Software may be downloaded from the “Healthy Commons” website and/or Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using any Software is at your sole risk.
14. Warranties and Disclaimers.
14.1. Endorsement Disclaimer
14.1.1. Reference in the “Healthy Commons” web site to any specific commercial products, processes, or services, or the use of any trade, firm, or corporation name is for the information and convenience of the users of the “Healthy Commons” website, and does not constitute endorsement, recommendation, or favoring by “Healthy Commons” or it's officers, employees or agents.
14.2. Product Disclaimers
14.2.1. Every effort has been made to accurately represent all of the products, information and services on the “Healthy Commons” website.
14.2.2. All products (is so required) carry manufacturer warrantees, “Healthy Commons” has no responsibility for product defects of any kind. In the event a product is to be returned it MUST be returned to the original manufacturer only and sent to Healthy Commons.
14.2.2.1. “Healthy Commons” is not responsible in any manner and “You” do hereby agree to hold Healthy Commons harmless for any losses or liability associated with any products or services purchased by “You”.
14.3. Information Disclaimer
14.3.1. “Healthy Commons” makes great efforts to provide secure, accurate and complete information on this web site. However, portions of the information contained in this site may be incorrect or not current. “Healthy Commons” is not responsible nor liable for any errors or omissions contained therein.
14.3.2. The “Healthy Commons”, it's officers, employees or agents shall not be liable for damages or losses of any kind arising out of or in connection with the use or performance of information, including but not limited to, damages or losses caused by reliance upon the accuracy or timeliness of any such information, or damages incurred from the services, viewing, distributing, or copying of any materials contained on “Healthy Commons” website.
14.4. The materials and information provided on this website are provided "As Is." No warranty of any kind, implied, expressed, or statutory, including but not limited to the warranties of non-infringement of third party rights, title, merchantability, fitness for a particular purpose, and freedom from computer virus, is given with respect to the contents of this web site or its hyperlinks to other Internet resources.
14.5. Links to Other Sites
14.5.1. “Healthy Commons” website and materials contained therein may contain hypertext or links to other internet computer sites, which are not owned, operated, controlled or reviewed by “Healthy Commons”. These links are provided solely as a courtesy and convenience to “You”, the visitor. “Healthy Commons”, it's officers or employees, exercise no control over the organizations, views, accuracy, copyright or trademark, compliance or the legality of the material contained on those servers and do not sponsor, endorse, or approve the information, content, proceeds, materials, opinions or services contained on such external sites. “You”, the visitor proceeds to those external sites at their own risk. “Healthy Commons” specifically disclaims any and all liability from damages, which may result from the accessing of a third-party site, which is linked to the “Healthy Commons” website, or from reliance upon any such information.
14.5.2. “Healthy Commons” website is provided "As Is". “Healthy Commons” hereby disclaims solely to the extent permitted by law all express, implied and statutory warranties, conditions and terms including, without limitation, those regarding the security, reliability, timeliness, and performance of “Healthy Commons”
14.6. Website Warranty Disclaimer
14.6.1. YOU AGREE THAT YOUR USE OF THE “HEALTHY COMMONS” WEBSITE AND SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, “HEALTHY COMMONS”, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. “HEALTHY COMMONS” MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE “HEALTHY COMMONS” WEBSITE. “HEALTHY COMMONS” DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED THROUGH THE “HEALTHY COMMONS” WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND “HEALTHY COMMONS” WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
14.7. YOU SPECIFICALLY ACKNOWLEDGE THAT HEALTHY COMMONS” SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
15. Proprietary Rights in Content.
15.1.1. “Healthy Commons” does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials submitted in any form (collectively, "Content") that you or any third party (Non- Healthy Commons) post to the “Healthy Commons” Services. After posting your Content to the “Healthy Commons” Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose in accordance with the terms of this agreement.
15.1.2. You hereby grant to “Healthy Commons” the right to use, edit, modify and delete any part of or all of the content you post at the sole discretion of “Healthy Commons” for any reason or for no reason.
15.1.3. You are solely responsible for the Content that you post on or through any of the “Healthy Commons” Services, and any material or information that you transmit to third parties and for your interactions with other Users. “Healthy Commons” does not endorse and has no control over the Content. Content is not necessarily reviewed by “Healthy Commons” prior to posting and does not necessarily reflect the opinions or policies of “Healthy Commons”. “Healthy Commons” makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to third parties.
16. User Submissions
16.1. The “Healthy Commons” Website may now or in the future permit the submission of videos or other communications submitted by you and other users ("User Submissions") and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, “Healthy Commons” does not guarantee any confidentiality with respect to any submissions.
16.2. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize “Healthy Commons” to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by “Healthy Commons” and these Terms of Use; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by “Healthy Commons” and these Terms of Use. For clarity, you retain all of your ownership rights in your User Submissions.
16.3. You further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant “Healthy Commons” all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage “Healthy Commons” or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person. “Healthy Commons” does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and “Healthy Commons” expressly disclaims any and all liability in connection with User Submissions. “Healthy Commons” does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and “Healthy Commons” will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. “Healthy Commons” reserves the right to remove any Content and any User Submissions without prior notice and at its sole discretion for any reason. “Healthy Commons” will also terminate a User's access to its Website, at their sole discretion. “Healthy Commons” also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. “Healthy Commons” may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Use at any time, without prior notice and at its sole discretion.
16.4. You understand that when using the “Healthy Commons” Website, you will be exposed to User Submissions from a variety of sources, and that “Healthy Commons” is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against “Healthy Commons” with respect thereto, and agree to indemnify and hold “Healthy Commons”, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
16.5. “Healthy Commons” permits you to link to materials on the Website for personal, non-commercial purposes only. “Healthy Commons” reserves the right to discontinue any aspect of the “Healthy Commons” Website at any time.
17. Limitation of Liability
17.1. Subject to anything stating the contrary in these terms and conditions, “Healthy Commons” shall not be held be liable in contract, tort (including, without limitation, negligence), or any representations arising out of or in connection with “Your” use of the “Healthy Commons” Website and or service including but not limited to (a) any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, or cost of substitute services); (b) warranties or other rights by any third party; and (c) Under no circumstances shall “Healthy Commons” be liable to any user due to the user's misuse of “Healthy Commons” website or services nor shall “Healthy Commons” be liable for any matter which is outside “Healthy Commons” reasonable control.
18. Healthy Commons” Disclaimer of Warranties.
18.1. “HEALTHY COMMONS” MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE AND BRAND FEATURES. THE SERVICE AND BRAND FEATURES ARE DISTRIBUTED AND PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. “HEALTHY COMMONS” DOES NOT WARRANT THAT THE “HEALTHY COMMONS” SERVICE AND BRAND FEATURES WILL MEET “YOUR” REQUIREMENTS OR THAT PERFORMANCE OF THE SERVICE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE INCLUDING ANY ERRORS OR OMISSIONS IN THE SEARCH RESULTS OBTAINED THROUGH USE OF THE SERVICE. “HEALTHY COMMONS” MAKES NO WARRANTY THAT “HEALTHY COMMONS”SEARCH BOX WILL INCLUDE ALL PAGES WITHIN A DOMAIN.
18.2. THE “HEALTHY COMMONS” WEBSITE DOES NOT PROVIDE MEDICAL ADVICE IN ANY MANNER.
18.3. All information contained in “Healthy Commons”, including but not limited to text, graphics, images, information, third part information and/or advice, food, exercise, diets, psychology, websites, links and or any other material contained therein (“Content”) are for informational purposes only.
18.4. The Content is not intended to be a substitute for professional medical advice, diagnosis or treatment in any manner. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding any medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read in “Healthy Commons”
18.5. “Healthy Commons” does not recommend or endorse any specific tests, physicians, products, procedures, opinions, foods, diets, advice, exercises, or any other information that may be mentioned in “Healthy Commons”. If you have medical concerns, seek the guidance of a healthcare professional.
18.6. Any content provided by “Healthy Commons”, including but not limited to any content by “Healthy Commons” employees or any third person(s), article(s), information in “Healthy Commons” is for informational purposes only and any use thereof is solely at your own risk and “Healthy Commons” bears no responsibility thereof.
18.7. By entering the “Healthy Commons” website the reader and/or viewer (you or your) does hereby acknowledge that it is your sole responsibility to review this Disclaimer and any content or advertisement of any type contained therein is for informational purposes only and any use thereof is at your own risk, and “Healthy Commons” makes no claim as to the validity of the content contained therein and/or any legality contained therein.
18.8. You do hereby agree to hold “Healthy Commons” harmless from any and all content contained in “Healthy Commons”, including but not limited to any legal representations real or implied, medical representations real or implied, nutritional representations real or implied, financial representations real or implied, accounting representations real or implied, and or any other representations in any manner contained therein and losses of any kind for any reason or no reason, due to any interaction on or via the “Healthy Commons” website for any reason.
18.9. You do hereby agree to indemnify, defend, and hold “Healthy Commons” harmless from any lawsuit including any third party lawsuit or proceeding brought against you, any third party and/or “Healthy Commons” based upon a claim by you or any third party that would constitute a breach of any content, warranty, representation, information or covenant made in “Healthy Commons” either written or implied and any third party lawsuit or proceeding brought against “Healthy Commons” for any reason.
18.10. You do hereby agree that your indemnification will include (1) all “Healthy Commons” attorneys’ fees and costs associated with the defense of such a claim, (2) all HL damages and costs associated with the claim and (3) the full cost of any losses by “Healthy Commons” associated with the claim. “Healthy Commons” shall not be held be liable in contract, tort (including, without limitation, negligence), or any representations arising out of or in connection with “Healthy Commons” or This Disclaimer and or any service including but not limited to (a) any economic losses (including, without limitation, representations of any kind, offerings of any kind, loss of revenues, profits, contracts, data, business, or cost of substitute services); (b) warranties or other rights by any party.
19. “Your” (User) Warranties.
19.1. “You” warrant that: (1) all information provided by “You” to “Healthy Commons” in connection with any Services is true and accurate; (2) Upon logging onto the “Healthy Commons” website “You” hereby agree that “You” have read, understand and agree to “Healthy Commons” terms and conditions as set forth herein; (3) “You” have full power and authority to enter into the Terms of Use Agreement ; (4) “Your” Content (defined as all websites, products, services, information, editorial, text, graphic, audiovisual, and any other content that is served to any “Healthy Commons” User(s) of the “Healthy Commons” Site and that is not provided by “Healthy Commons”), or Site link is solely “Your” responsibility and does not (a) infringe any Intellectual Property Rights of any third party, (b) constitute defamation, libel or obscenity, (c) result in any consumer fraud, product liability, breach of contract to which “You” are a party or cause injury to any third party, (d) promote violence or contain hate speech, (e) violate any applicable law, statute, ordinance, or regulations, or (f) contain adult content or promote illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age; (5) “You” agree to the Terms of Use; (6) “You” shall perform all of “Your” obligations under the Terms of Use in accordance with applicable laws; and (7) “You” do hereby agree to hold “Healthy Commons” harmless from any liability or damages derived from any of the aforementioned items.
20. “Your” (User) Indemnification.
20.1. “You” will indemnify, defend, and hold “Healthy Commons” harmless from any lawsuit including any third party lawsuit or proceeding brought against “Healthy Commons” based upon a claim that would constitute a breach of any warranty, representation or covenant made by “You” under the Terms of Use Agreement either written or implied and any third party lawsuit or proceeding brought against “Healthy Commons” based upon a claim that ““Your” website, link or ““Your” content or actions do not infringe any copyright, trade secret or trademark of the third party.
20.2. “Your” indemnification will include (1) all “Healthy Commons” attorneys' fees and costs associated with the defense of such a claim, (2) all “Healthy Commons” damages and costs associated with the claim and (3) the full cost of any losses by “Healthy Commons” associated with the claim.
21. Limitation of Liability.
21.1. “HEALTHY COMMONS” SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE TERMS OF USE OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY THEORY OF LIABILITY INCLUDING BUT NOT LIMITED TO CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE “HEALTHY COMMONS” SERVICE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOSS OF PROFITS, LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY. THIS LIMITATION SHALL APPLY EVEN IF “HEALTHY COMMONS” WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE “HEALTHY COMMONS” SERVICE(S) ARE PROVIDED WITHOUT CHARGE AND “YOU” AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THE TERMS OF USE. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO “YOU”. IN THE EVENT THAT A COURT DETERMINES THAT “HEALTHY COMMONS” MAY NOT DISCLAIM THE DAMAGES SET FORTH ABOVE, UNDER NO CIRCUMSTANCES SHALL “HEALTHY COMMONS” BE LIABLE TO “YOU” FOR ANY AMOUNT EXCEEDING ONE HUNDRED DOLLARS ($100.00).
22. Term and Termination.
22.1. Term.
22.1.1. The term of the Terms of Use (the "Term") shall commence each and every time (date and time upon which “You” enter the site) “You” enter the “Healthy Commons” Website and shall continue in full force and effect for the extent of time “You” use the website or any affiliate site.
22.1.2. The terms and conditions contained herein will continue to be in effect in perpetuity and “You” will be responsible and held liable for any default of any of the restrictions as contained herein.
22.2. Termination.
22.2.1. “Healthy Commons” may change, suspend or discontinue all or any aspect of any of the Terms Of Use Agreement, The Website, The Service(s), including their availability, at any time, and may terminate “Your” use of the Service at any time, for any reason, or for no reason including, but not limited to, if “You” engage in any action that reflects poorly on “Healthy Commons” or otherwise disparages or devalues the “Healthy Commons” site(s) or “Healthy Commons“ reputation or goodwill.
23. Rejection of Application.
23.1. “Healthy Commons” shall have the right, in its sole discretion, to reject any request to use the “Healthy Commons” Service(s) at any time and for any reason, and such rejection of any request shall not make “Healthy Commons” liable to “You” for damages of any sort resulting from its decision.
24. Remedies.
24.1. “You” acknowledge that “Your” breach of any of the restrictions contained herein may cause irreparable harm to “Healthy Commons”, the extent of which would be difficult to ascertain. Accordingly, “You” agree that, in addition to any other remedies to which “Healthy Commons” may be legally entitled, “Healthy Commons” shall have the right to seek immediate injunctive relief against “You” or any other third party in the event of a breach of by “You”.
25. Miscellaneous.
25.1. Any notice to “Healthy Commons” required for or permitted by the Terms of Use shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally, (ii) by overnight courier upon written verification of receipt, or (iii) by certified or registered mail, return receipt requested, upon verification of receipt. All notices to “Healthy Commons” must be sent to the attention of the “Healthy Commons” Legal Department at the “Healthy Commons” Headquarters address as provided at: Healthy Commons 140 10Street, Cresskill, NJ 07626 USA.
25.2. The Terms of Use will be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law principles. Any dispute or claim arising out of or in connection with the Terms of Use shall be adjudicated in Bergen County, New Jersey.
25.3. The parties are independent of each other and neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
25.4. “Healthy Commons” shall not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder for any reason including but not limited to strikes, shortages, riots, insurrection, fires, flood, storm, explosions, connections (internet or otherwise), availability of service(s), electrical, earthquakes, acts of God, war, governmental action, or any other cause, which is beyond the reasonable control of such party. “You” shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of “Your” obligations under the Terms of Use.
25.5. The failure of “Healthy Commons” to require performance by “You” of any provision shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by “Healthy Commons” of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
25.6. If any provision of the Terms of Use is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of the Terms of Use shall remain in full force and effect.
25.7. THIS TERMS OF USE CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS TERMS OF USE SUPERSEDE ANY OTHER PRIOR OR COLLATERAL AGREEMENTS WITH RESPECT TO THE SUBJECT MATTER HEREOF.
25.8. No Joint Venture. Nothing herein shall be construed as creating a joint venture or a partnership between the parties and that the terms described herein do not constitute any agency relationship between the parties.
25.9. Third Party Rights. The parties acknowledge and agree that nothing contained herein shall be construed as creating a third party beneficiary.
25.10. Waiver Remedies Cumulative. The rights and remedies of the parties to this agreement are cumulative and not alternative. Neither any failure nor any delay by a party in exercising any right, power or privilege under this agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise or any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right of this agreement to remain in full force and effect. Any provision of this agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent nor held invalid or unenforceable.
25.11. Construction. The headings of Articles and Sections in this agreement are provided for convenience only and shall not affect its construction or interpretation.
BY ENTERING THIS WEBSITE I (YOU) DO HEREBY ACKNOWLEDGE THAT I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
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