SOW Nutritional Systems, LLC
This Agreement (the “Agreement”) sets forth the legally binding terms between you and SOW Nutritional Systems, LLC (“SOWN,” “we” or “us”). BY CLICKING “I AGREE” BELOW, YOU AGREE TO FOLLOW AND BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT CLICK “I AGREE” BELOW.
1. Event; Materials. You are registering to attend an event hosted by SOWN (the “Event”), and receive access to materials used in connection with the Event (the “Materials”). The Event and Materials are provided for informational purposes only. SOWN does not, in any manner, provide licensing or accreditation in the field of nutrition. By agreeing to these terms, you represent and warrant to us that: (a) the information you submit is truthful and accurate; (b) you are authorized to act on behalf of the business entity that you represent; and (c) your attendance at the Event and use of the Materials will comply with this Agreement and all applicable laws and regulations.
2. User Account. To register for an Event and receive access to Materials, you must create a user account with a unique user name and password (your “Account”). You are solely responsible for maintaining the confidentiality of your user name/password combination and for all activities that occur under your Account. You agree to notify us immediately if you suspect any unauthorized use of your Account. SOWN is not responsible for any loss or damage arising from your failure to comply with these requirements.
3. SOWN’s Proprietary Rights. The Materials contain proprietary information and content owned by SOWN and/or its third-party licensors. The Materials are protected by copyright, trademark and other laws. SOWN hereby grants you a limited, non-exclusive, non-transferable, revocable, non-sublicensable license to use the Materials solely for your internal business and educational purposes at the individual office address set forth in your Account. No copies of the Materials or any portions thereof may be made by you or any person under your authority or control. You shall not share, modify or transfer the Materials. You shall not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Materials. You shall not include or comment on the Event or Materials in articles, presentations or similar materials without SOWN’s prior written consent.
4. Fees; Payment Terms. If you elect to pay any registration or membership fees using a credit card, you will be required to give us a valid credit card number and associated payment information, including: (a) your name as it appears on the card, (b) the credit card number, (c) the date of expiration, (d) billing address, and (e) any verification numbers or codes needed to charge your card. You hereby acknowledge and agree that, once you place an order and provide credit card information, no additional notice or consent is required before SOWN charges the credit card for all amounts due and payable.
5. Disclaimer of All Warranties. THE EVENT AND MATERIALS ARE PROVIDED AS-IS AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, SOWN DOES NOT WARRANT ANY RESULTS THAT MAY BE OBTAINED BY USING INFORMATION PROVIDED IN THE EVENT OR MATERIALS, NOR DOES SOWN WARRANT THE EVENT OR MATERIALS TO BE COMPLETE OR ERROR FREE. THE EVENT AND MATERIALS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION. THE EVENT AND MATERIALS AND INFORMATION PROVIDED THEREIN ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE. THE EVENT AND MATERIALS ARE OFFERED FOR INFORMATION PURPOSES ONLY. YOUR PARTICIPATION IN THE EVENT OR USE OF THE MATERIALS DOES NOT CONSTITUTE A PHYSICIAN-PATIENT RELATIONSHIP. THE INFORMATION PROVIDED THROUGH THE EVENT AND MATERIALS ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING IT BECAUSE OF SOMETHING YOU HAVE HEARD OR READ AT AN EVENT OR IN THE MATERIALS.
6. SOWN’s Limitation of Liability. The maximum aggregate liability of SOWN in contract, tort (including negligence) or otherwise for any breach of this Agreement or any matter arising out of or in connection with this Agreement shall not exceed the total amount paid by you to SOWN during the six (6) months immediately prior to the date that the alleged breach or matter arose. YOU ACKNOWLEDGE AND AGREE THAT SOWN IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, IN CONNECTION WITH OR ARISING FROM THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL POTENTIAL CLAIMS, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
7. Indemnification. You shall indemnify, defend and hold SOWN harmless from any loss, liability, damages, claims or demands (including court costs and reasonable attorney’s fees) made by any third party due to or arising out of your breach of this Agreement.
8. Governing Law and Venue. This Agreement and our relationship are governed by the laws of the State of Indiana. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Marion County, Indiana, in all disputes arising out of or relating to the use of the Site.
9. Miscellaneous. The following general legal provisions shall govern the interpretation of this Agreement:
a. Independent Contractors. No joint venture, employment, or other legal relationship exists between you and SOWN as a result of this Agreement.
b. Severability. If any of the terms and conditions in this Agreement is held invalid or unenforceable, then it will be deemed superseded by a valid, enforceable provision that most closely matches the original intent, and the remainder of the Agreement shall continue in effect.
c. Entire Agreement. This Agreement forms the entire agreement between you and SOWN with respect to the Event and Materials. This Agreement supersedes all prior or contemporaneous communications between you and SOWN concerning any matters set forth herein.
d. Validity of Agreement. A printed version of this Agreement and any notices given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to this Agreement to the same extent and subject to the same conditions as other business documents originally in printed form.
e. Notices. Any communications, notices, requests or demands relating to this Agreement shall be in writing and shall be deemed given when received upon delivery by hand, transmission by email or mailing by registered or certified mail, addressed as follows:
SOW Nutritional Systems LLC
555 N. El Camino Real Ste. A-246
San Clemente, CA 92672
f. Public Announcements. SOWN may, in its sole discretion, issue or release an announcement or press release announcing that you are a customer of SOWN, and may include a reference to you as a customer of SOWN.
g. Assignment. This Agreement may not be transferred, delegated or assigned by either party without the prior written consent of the other party, except that SOWN may assignand transfer this Agreement in connection with the sale of our business or a merger with a third party. Any attempted assignment in violation of this Section shall be void. This Agreement shall be binding upon, and shall inure to the benefit of, the successors and assignees of you and SOWN.
BY CLICKING “I AGREE” BELOW, I ACKNOWLEDGE THAT I HAVE READ THIS AGREEMENT IN ITS ENTIRETY, AND THAT I UNDERSTAND AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE. I AM AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY LISTED ON THE ACCOUNT.