Functional Nutrition Lab’s Full Body Systems (the “Course”)
TERMS AND CONDITIONS
These Terms and Conditions together with the Order Form (collectively, “Agreement”) represent the entire agreement between the undersigned student (“Student”) and Functional Nutrition Alliance, LLC, (“Company”) and are each referred to as a “Party” and collectively, as the “Parties.”
The Student’s access to and participation in the Course and in conjunction with the Course, access to the Course website (the “Course Website”) along with the Course materials is subject to the Student’s compliance with the terms of this Agreement.
a. Payment Schedule. Student shall pay Course fees on the payment schedule specified in the Order Form (the “Payment Schedule”) in United States Dollars (“USD”). Regardless of the actual payment method, Student shall provide to Company a valid credit card or debit card (“Payment Card”) for payment of Course fees until such time the Course is paid in full.
b. Responsibility for Non-Payment. Student is responsible for ensuring that payments are made on time and in full according to the Payment Schedule. Student shall be responsible for non-payment of Course fees, even if the Course fees are paid by a third party (such as an employer).
c. Payment Authorization. Student authorizes Company (without notice to Student, unless required by applicable law) to charge Student’s Payment Card pursuant to the Payment Schedule in USD. In the event that Student has selected to pay by a means other than credit card and the payment is not received or Company is not able to process the payment, Company is authorized to charge the Payment Card for the payment. Student shall bear all responsibility for third-party charges for payment processing, including, but not limited to, transaction fees, overdraft charges, and foreign exchange fees.
d. Late Payments. Student’s failure to provide to Company with valid Payment Card for payment of Course fees when they become due or failure to pay Company pursuant to the Payment Schedule (including Student’s Payment Card issuer or online payment system not approving the charges for any reason) will result in the payment being declared late. Student will receive late payment notifications from Company. Late payments may be subject to interest at a rate of 12% per annum (or the highest rate permitted by applicable law (if lower)). Payments delinquent by more than 30 days will result in loss of access to the Course and the Course Website, and Student’s account may be submitted to a collections agency and Student’s non-payment reported to a credit bureau. Student shall be responsible for all costs and fees of collection if Student’s account is sent to collections.
3. Right to Cancel and Refund Policies.
a. 14 Day Refund Period. Student is eligible for course cancellation and a refund of amounts paid to the Company in connection to enrolling in the Course in USD only within 14 days from the launch of the Course (“Refund Period”), provided that the request is submitted to Company in writing via email at firstname.lastname@example.org prior to the expiration of the Refund Period or such request is mailed to the Company, attn: Refund, 800 W Main St Ste 1460, Boise, ID 83702 post-marked prior to expiration of the Refund Period. If the Student elects to defer the Course to a later date, the refund period still ends on the expiration of the Refund Period. Violation of the terms of this Agreement for any reason, including non-payment, voids Student’s right to a refund.
b. Refund Payment. Refunds shall be in USD at the time the refund is processed by Company. Company shall not be liable for any foreign exchange rate differences between the purchase price of the Course and the refund amount.
C. Course Cancelation. Should Company cancel the Course, Company’s liability is limited to the refund of any Course fees paid prior to such cancelation.
4. Intellectual Property.
All Course content, teaching material, Course Website and any other materials provided to or made available to Student by Company (“Course Materials”), as between the Student and the Company, are the sole intellectual property of Company. Company’s intellectual property is provided to student as limited non-exclusive license for the Student’s individual use only in connection to the Course, shall be non-transferrable and is intended for a single-user only and for distribution or other commercial purposes, except as otherwise expressly granted to the Student by the Company in writing. Except for rights expressly granted to Student by Company in writing, Company retains all rights to title to and interest in the intellectual property. Student shall not claim ownership, sell, share, remove any copyrights, trademark or other intellectual property notices, copy, reproduce, disseminate or otherwise interfere with Company’s rights over its intellectual property. To the extent that Student contributes, in whole or in part, to any derivatives, improvement(s) or modification(s), or makes any suggestions, enhancement requests, recommendations, comments, feedback, ideas or the like, to Company’s intellectual property (“Improvements”), Student hereby assigns to Company all right, title and interest in and to such Improvements.
6. Student Responsibilities.
Student shall conduct themselves honorably, responsibly, respectfully, ethically, and lawfully; and in accordance with Company policies. Failure to do so shall be considered a breach of this Agreement and Company may, at its sole discretion, remove Student from the Course and Course Website, and terminate Student’s privilege to access and participate in social media sites maintained by Company. The Student specifically acknowledge and agree that the Company is not liable for any defamatory, offensive or illegal conduct of any other Course participant, including the Student.
7. Limitation of Liability.
UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE) SHALL COMPANY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE OF ANY KIND OR NATURE WHATSOEVER THAT ARISE OUT OF OR RESULT FROM: (A) THE USE OF, OR ANY INABILITY TO USE, THE COURSE MATERIALS; OR (B) ANY ACT OR OMISSION, ONLINE OR OFFLINE, OF STUDENT OR ANYONE ELSE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING ATTORNEYS FEES AND COSTS) THAT STUDENT MAY SUFFER OR INCUR, UNDER ANY THEORY OF LIABILITY, IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY STUDENT TO COMPANY.
UNDER NO CIRCUMSTANCES SHALL COMPANY OR ANY OF THE OTHER INDEMNIFIED PARTIES BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING, DIRECTLY OR INDIRECTLY, FROM ANY EVENT OF FORCE MAJEURE OR OTHER CAUSE BEYOND COMPANY OR THEIR CONTROL INCLUDING, WITHOUT LIMITATION, INTERNET OUTAGES, ACTS OF GOD, WAR, EQUIPMENT AND TECHNICAL FAILURES, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, NATURAL DISASTERS, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES. NEITHER COMPANY NOR ANY OTHER INDEMNIFIED PARTY IS RESPONSIBLE OR LIABLE FOR: (A) ANY INCOMPATIBILITY BETWEEN THE WEBSITE AND ANY SITE, SERVICE, SOFTWARE OR HARDWARE; OR (B) ANY DELAY OR FAILURE STUDENT MAY EXPERIENCE WITH ANY TRANSMISSION OR TRANSACTION RELATED TO COMPANY WEBSITE.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS HEREIN APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. Warranties Disclaimer.
THE COMPANY MAKE NO WARRANTIES AS TO THE COURSE OR ITS MATERIALS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. THE STUDENT AGREES THAT THE COURSE AND ITS MATERIALS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE COURSE OR THE MATERIALS WILL BE UNINTERRUPTED, CORRECT, COMPLETE, APPROPRIATE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE COURSE OR THE MATERIALS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF COURSE OR ITS MATERIALS IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.
The information provided through Course Materials is for personal educational purposes only and not for commercial or other distribution by Student, unless expressly agreed to in writing by Company. Company makes no representations or warranties regarding the results that may be achieved by completing the Course.
Course Materials are not intended to be a substitute for medical advice (including but not limited to, diagnosis or treatment by Student’s physician, therapist, mental health practitioner, dietitian or nutritionist, or any other health-care professional) or professional advice from Student’s accountant, lawyer, or financial advisor. Student should not disregard or delay taking or seeking any medical advice or other professional advice based on the information from Course Materials, or received from Company or any other Indemnified Party. The Course Materials are not intended to be, nor is, a substitute for medical or other professional advice pertaining to Student’s particular situation.
Company does not guarantee that Student will attain any particular medical, financial, operational or business result through Course and use of Course Materials.
Student hereby agrees to indemnify, defend, and hold Company, and its parent, subsidiaries, affiliates, licensors, licensees, successors, distributors, agents, representatives, employees and other students, and each of their respective officers, directors, owners, managers, members, employees, agents, representatives and assigns (collectively, the “Indemnified Parties“), harmless from and against any and all loss, cost, damage, liability and expense (including, without limitation, settlement costs and legal or other fees and expenses) suffered or incurred by any of the Indemnified Parties arising out of, in connection with or related to any breach or alleged breach by Student of this Agreement. Student shall use Student’s best efforts to cooperate with Company in the defense of any claim. We reserve the right, at Company’s expense, to employ separate counsel and assume the exclusive defense and control of the settlement and disposition of any claim that is subject to indemnification by Student.
10. Severability and Waiver.
If any provision of this Agreement is held illegal or unenforceable in a judicial proceeding, such provision shall be severed, and the remainder of this Agreement shall remain operative and binding. Failure to exercise any right under this Agreement shall not constitute a waiver of such right. Any waiver of any breach of this Agreement shall not operate as a waiver of any subsequent breaches.
11. Company's Authority.
Student understands Company has the right to change, amend or update the Course content, duration, the Course Website, materials and Company policies at any time. Subject to Section 3(C), Company may cancel the course at its sole discretion.
This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Sections and section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation of this Agreement. Whenever the context requires, references to the singular shall include the plural and the plural the singular and any gender shall include any other gender.
13. Governing Law and Venue.
Any claim or dispute arising out of or relating to this Agreement between the Parties shall be governed by the laws of the State of New York, without regard to its conflict of law provisions. Students agrees to submit to the personal and exclusive jurisdiction of the federal and state courts located within New York County, New York (including the Southern District of New York). TO THE FULLEST EXTENT PERMITTED BY LAW, STUDENT HEREBY WAIVES ANY RIGHT STUDENT MAY HAVE TO PARTICIPATE IN A CLASS ACTION OR OTHER PROCEEDING AGAINST COMPANY WHEREBY MORE THAN ONE STUDENT PARTICIPATES IN THE SAME ACTION.