TERMS AND CONDITIONS FOR THE ONLINE SALE OF SERVICES AND PRODUCTS THROUGH THE NEXIA WELLNESS, LLC PLATFORM
1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR (AS DEFINED BELOW) RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
BY ACCESSING THIS SITE (AS DEFINED BELOW) OR BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS SITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU ACCESS THIS SITE OR PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
YOU MAY NOT ACCESS THIS SITE OR ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH US, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS SITE OR ANY OF THIS SITE'S CONTENTS (AS DEFINED BELOW), GOODS OR SERVICES BY APPLICABLE LAW. We may, in our sole discretion, refuse to accept your registration due to noncompliance with any eligibility requirement.
These terms and conditions (these "Terms") apply to accessing the Site or the purchase and sale of products and services through Nexia Wellness, LLC, or through Nexia Wellness, LLC’s website, mobile application, or platform connected or associated with the website (collectively the "Site" or "Website”). These Terms are subject to change by Nexia Wellness, LLC (referred to as "Nexia Wellness”, "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms prior to accessing this Site or prior to purchasing any product or services that are available through this Site and through our Service Providers. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.
The Site provides information, education, and other services and products to a user of the Site ("you” or "User”). This includes, but is not limited to, Service Providers (as defined below), customers, clients, patients, and Service Provider(s)’ clients and/or patients unless stated otherwise. We provide Site Content, services, and products to consumers, Service Providers, and Service Providers’ clients and/or patients. Service Providers include, but are not limited to, non-licensed holistic health providers and licensed medical providers (collectively "Service Providers”).
All written and other information and material displayed, linked to, or otherwise made available through the Site, including, without limitation, text, pictures, graphics, logos, illustrations, audio clips, video clips, computer software and code, as well as information electronically submitted to us via the Site are collectively referred to as the "Site Content” or "Website Content”. Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
When you visit this Site and/or send phone messages, text messages, and/or emails to us, you are communicating with us electronically. As such, you consent to receive communications from us electronically. We will communicate with you by telephone, text, email, or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically (including by posting on this Site) satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communications as described in these Terms.
2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
If you choose, or are provided with, a user name, 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 User Account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit and/or log off from your User Account at the end of each session. You should use particular caution when accessing your User Account from a public or shared computer so that others are not able to view or record your password or other personal information.
You also further agree that you are responsible for both:
(a) Making all arrangements necessary for you to have access to the Site; and
(b) Ensuring that all persons who access the Site through your internet connection are aware of these Terms and comply with them.
We have the right to disable any User Account, user name, 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.
4. User Contributions. The Site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, ratings, comments, and other interactive features (collectively, "Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post”) content or materials (collectively, "User Contributions”) on or through the Site. All User Contributions must comply with the Code of Conduct and these Terms. Any User Contributions you post to this Site will be considered non-confidential and non-proprietary, except for Service Providers’ Trademarks, or logos that is explicitly identified as owned and trademarked by Service Provider. By providing any User Contribution on the Site, you grant us and our affiliates and Service Providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose. You represent and warrant that:
(a) You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and Service Providers, and each of their and our respective
(b) All of your User Contributions do and will comply with these Terms.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not us, 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 User Contributions posted by you or any other user of the Site.
5. Code of Conduct. You agree not to use the Site, the Site Content, our product(s), or our service(s) in any unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes our policies, guidelines, rules or Terms. This includes, but is not limited to the following: You will not post or transmit a message or information under a false identify for the purpose of misleading others or impersonating any entity, including, without limitation, any company, representative; engage in unauthorized use of a credit card; post or transmit information that is unlawful, libelous, defamatory, obscene, sexually explicit, pornographic, violent, discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age, fraudulent, predatory of minors, harassing, threatening, or abusive to any person; post material that gives the impression that the material emanates from or is endorsed by us or any other person or entity, if this is not the case; post or transmit information that infringes or violates any of the intellectual property rights of others or the privacy or proprietary rights of others; attempt to disrupt the operation of our business through use of methods, including, but not limited to: viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding, spamming, or any other similar programs that may damage the operation of another’s computing device or property; upload or transmit any unsolicited advertising, promotional materials, junk mail, spam, or any other form of solicitation, commercial or otherwise, unless expressly permitted by us; use any of our tools and services in any manner that could damage, disable or impair our services or networks; attempt to gain unauthorized access to any user or User Accounts, or computer systems or networks, through hacking, password mining or any other means; use any robot, scraper or other automated or manual means to access any aspect of our Site or equipment for any purpose; harvest or otherwise collect information about others, including names, addresses, or email addresses; modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Site, or assist any other person or entity in doing so.
In addition, you agree that any information disclosed by another participant or client during a Group-Session or Webinar shall be kept confidential and you will not disclose this information. You acknowledge and understand that if you disclose this information, you may incur legal action against you, including but not limited to, injunction, civil damages, court costs, and attorney fees. In addition, if you choose to disclose your own personal or private information during a Group-Session or Webinar, you understand that this information is not protected by HIPAA or any other federal, state, or local law and that you do so at your own risk.
6. Linking to this Site 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. This Site may provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain Site Content;
- Send e-mails or other communications with certain Site Content, or links to certain Site Content;
- Cause limited portions of the Site Content to be displayed or appear to be displayed on your own or certain third-party websites.
- Log in to your User Account through Facebook and/or Google.
You may use these features solely as they are provided by us and solely with respect to the Site Content they are displayed with. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you;
- Cause the Site or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site;
- Otherwise take any action with respect to the Site Content that is inconsistent with any other provision of these Terms.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Terms and Code of Conduct. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. 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.
7. User Account Termination. We reserve the right to take whatever lawful actions we may deem appropriate in response to actual or suspected violations of the Code of Conduct, Terms, or this Agreement, including, without limitation, the suspension or termination of the User’s access and/or User Account, which may involve deletion of any content that the User has uploaded in connection with the User Account. We will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your User Account or deletion of any content you uploaded to this Site.
You agree that any violation or threatened violation of these Terms constitute an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and you consent to us obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.
8. Prices and Payment Terms.
(a) Prices posted on this Site may be different than prices offered by us or our Service Providers. All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling (if any). All such taxes and charges will be added to your total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we (or our Service Providers) may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
(b) We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
(d) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept all major credit cards for all purchases. You represent and warrant that (i) the credit card information you supply us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
(e) Conversion Fee for Service Providers. Nexia’s offerings and/or plans may include a Conversion Fee for Service Providers that decide to move services and/or relationship with clients outside Nexia’s Site and/or Platform in accordance with the schedule of fees and terms and conditions with the Technology Platform Services and License Agreement, Directory Listing Service Agreement, or any other agreement signed between Nexia Wellness and the Service Provider. Refer to the Conversion Policy for details.
9. Cancellations and Refunds.
Service Provider(s)’ Clients and/or Patients: ANY INSTRUCTIONS, POLICIES, GUIDANCE, OR OPTIONS AS IT RELATES TO CANCELLATIONS OR REFUNDS FOR SERVICES OR PRODUCTS PROVIDED BY OUR SERVICE PROVIDERS WILL EITHER BE DETERMINED BY NEXIA WELLNESS OR EXPRESSLY PROVIDED BY OUR SERVICE PROVIDERS. NEXIA WELLNESS ALLOWS RESCHEDULING AND CANCELLATION 48 HOURS BEFORE SCHEDULED SESSIONS. SOME SERVICE PROVIDERS MAY CONDUCT THEIR OWN CANCELLATION POLICIES WHICH MAY BE DISPLAYED UNDER THE SERVICE PROVIDERS’ CONTENT PAGE OR ON YOUR USER DASHBOARD. YOU ARE RESPONSIBLE FOR REVIEWING THESE INSTRUCTIONS, POLICIES, OR GUIDANCE WHEN TAKING ANY ACTION TO CANCEL AN APPOINTMENT, CANCEL PRODUCTS, CANCEL SERVICES, OR REQUEST A REFUND AND IT IS YOUR OBLIGATION TO VERIFY THESE INSTRUCTIONS, POLICIES, OR GUIDANCE DIRECTLY WITH THE SERVICE PROVIDER PRIOR TO CANCELING ANY APPOINTMENT, PRODUCT, OR SERVICE OR REQUESTING A REFUND.
Service Providers: Any instructions, policies, guidance, or options as it relates to cancellations, refunds, or termination of our products or services will be determined in accordance with the Technology Platform Services and License Agreement, Directory Listing Service Agreement, or any other agreement signed between Nexia Wellness and the Service Provider.
10. User Account Hold. If we believe, in our sole discretion, that any funds were earned under suspicious circumstances or that funds were derived from a suspect User Account, we will continue to investigate the situation until an adequate resolution has been reached, as determined by us, and which may require the involvement of certain third parties, including any applicable credit card company. We will make commercially reasonable efforts not to exceed a ninety-day (90) hold on your User Account as we and/or a third-party investigate.
11. Opt-Out. You can click to unsubscribe or opt-out of email communications from us at any time or reply by typing "unsubscribe” in e-mails you receive from us. It is important to note that you cannot opt-out from receiving all communications, such as communications regarding your User Account, from us if you wish to subscribe to our services or products. If you opt-out or unsubscribe from all email from us while remaining a registered User or customer, you will become ineligible for receipt of and use of some, if not all, of our services or products.
12. CAN-SPAM ACT Compliance. We are committed to being compliant with the "Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003" ("CAN-SPAM Act"), and email newsletters and correspondence received from us are intended to fully comply with the CAN-SPAM Act. In the event you receive an email from us that you do not believe is fully compliant with the CAN-SPAM Act, please contact us immediately at email@example.com.
13. Warranty and Disclaimers. We do not manufacture or control any of the products sold by Service Providers. The availability of products through our Site does not indicate an affiliation with or endorsement of any product, service, or manufacturer. Accordingly, we do not provide any warranties with respect to the products sold by Service Providers on our Site. However, the products and services offered on our Site through promotion or the regular course of business from our Service Providers is at the sole discretion of our Service Providers, and may be covered by the manufacturer's warranty. To obtain warranty service information, please contact the corresponding Service Provider.
We contract with Service Providers and clients/patients to provide the Site, other services, and/or any other related software products. We will employ commercially reasonable efforts to ensure that the Site is free from viruses, worms, Trojan horses, spyware, adware, and other malicious code. We will not be responsible or liable for any failure to meet the foregoing responsibilities caused, in whole or in part, by the performance, adequacy, accuracy, concurrency or other matters related to your systems or other third parties. We only provide technical support to you if the issue is a result of our Site and if you paid and entered into a paid contractual relationship with us for our products and/or services (including specially paid features of the Site). By way of example, if the Site’s video service does not function properly, we will provide technical support to resolve the issue; whereas, if your internet service does not function, we will not provide technical services. However, because of the complexity of computer technology, we cannot and do not warrant that the operation of the Site will be uninterrupted or error-free, the completeness, security, reliability, quality, accuracy or availability of the Site or that our Site or server that makes it available are free of viruses or other harmful components or that the Site. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or any services or items obtained through the Site or to your downloading of any material posted on it, or on any Site linked to it.
We reserve the right to withdraw or amend this Site, and any service or Site Content we provide on this Site, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of this Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.
If you discover a material deficiency in the Site or our services or products, then you should submit a written report to us, describing the deficiency in reasonable detail, and we will use reasonable efforts to remedy the noncompliance. For further warranty details, please refer to your Technology Platform Services and License Agreement or other relevant contract where you pay us for products and/or services. If you have not entered into a paid contractual relationship with us, then we do not warrant the Site, other services, and/or any other related software products.
ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED "AS IS” WITHOUT ANY WARRANTY WHATSOEVER, EXCLUDING THOSE MENTIONED ABOVE, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. WE DO NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, FURTHERMORE, THE SITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS OR ANY OTHER FORCE MAJEURE EVENT.
WE ALSO DISCLAIM ALL LIABILITY CONCERNING ANY TREATMENT OR ACTION BY ANY PERSON FOLLOWING THE INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE SITE OR THROUGH US OR THROUGH ANYONE USING THE SITE OR TRAINED BY US. WE ARE NOT LIABLE FOR ANY UNFAIR BUSINESS PRACTICES BY THIRD PARTIES. WE HAVE USED REASONABLE EFFORTS IN COLLECTING, PREPARING, AND PROVIDING QUALITY INFORMATION AND MATERIAL BUT MAKES NO GUARANTEE ABOUT THE ACCURACY, COMPLENESS, OR ADEQUACY OF THE SITE OR SITE’S CONTENT(S). THE SITE IS PROVIDED ON AN "AS IS” AND "AS AVAILABLE” BASIS. IF YOU ARE DISSATISFIED OR HARMED BY ANYTHING RELATING TO THE SITE, YOU MAY LEAVE THE SITE AND THIS WILL BE YOUR SOLE AND EXCLUSIVE REMEDY (ABSENT A PAID CONTRACTUAL RELATIONSHIP). WE DO NOT GUARANTEE THAT YOUR USE OF THE SITE WILL BE SUITABLE FOR YOUR PARTICULAR PURPOSE OR IS THE APPROPRIATE COURSE OF TREATMENT FOR YOUR PARTICULAR HEALTH CARE PROBLEM. COMMUNICATIONS ON OR THROUGH THE SITE DOES NOT CREATE A CLIENT-PROFESSIONAL RELATIONSHIP AND AE NOT THE SUBJECT OF ANY ASSOCIATED PRIVILEGES OR CONFIDENTIALITY PROTECTIONS.
The Site neither offers nor constitutes legal advice or counsel. We make no claims, guarantees, or warranties with respect to rights or obligations any individual may have with respect to federal, state, international, or other laws or regulations. We do not provide any legal representation or certification that any given individual has any given right or obligation under relevant laws. We cannot guarantee that private individuals or governmental entities will agree with any position that any user of this site may take. There is no guarantee that any third party will accord the user any right or courtesy.
To the extent the Site lists Service Providers, we are merely a directory and do not certify, license, or credential Service Providers and shall not be liable for licensing, certifying, or credentialing Service Providers. We make no representations or warranties about any Service Provider, nor do we have any responsibility over, or for supervising, any outside clinical practice or business such Service Provider may operate. We do provide a verification system using reasonable measures to do a basic screening of those Service Providers with our verified seal or stamp of approval. This may, but not always include, basic background checks or confirmation of qualifications of Service Providers. Our verification seal only applies to the Service Provider with the seal and not to every Service Provider in the same medical practice or company, unless those Service Providers also have been verified with a seal. We reserve the right to modify the verification system at any point in time. WE MAY RECEIVE A FEE FROM SERVICE PROVIDERS FOR USE OF OUR SITE AND VARIOUS OTHER SERVICES AND PRODUCTS. HOWEVER, THIS DOES NOT IMPLY ENDORSEMENT OF A PARTICULAR SERVICE PROVIDER.
WE DO NOT "ENDORSE” OR RECOMMEND ANY SERVICE PROVIDER, INCLUDING BUT NOT LIMITED TO, THOSE VERIFIED SERVICE PROVIDERS. THE INCLUSION OF A LIST OF SERVICE PROVIDERS ON THE SITE DOES NOT IMPLY RECOMMENDATION, REFERRAL, OR ENDORSEMENT OF SUCH SERVICE PROVIDER AND WE DO NOT OFFER ANY GUARANTEE, TESTIMONIAL, OR ENDORSEMENT OF CREDENTIALS OF OR SERVICES PROVIDED BY THE SAME. IN ADDITION, WE DO NOT SCREEN, PERFORM BACKGROUND CHECKS, CONFIRM QUALIFICATIONS, EVALUATE, VALIDATE, OR ENDORSE ANY SERVICE PROVIDER THAT IS NOT VERIFIED. WE WILL NOT BE LIABLE FOR CLAIMS FOR NEGLIGENT CREDENTIALING OR NEGLIGENT SUPERVISION OF, OR FOR NEGLIGENCE BY, ANY SUCH SERVICE PROVIDER. ANY OPINIONS, ADVICE, OR INFORMATION EXPRESSED BY ANY PERSON ARE THOSE OF THAT PERSON AND DO NOT REFLECT OUR OPINIONS. WE DO NOT RECOMMEND OR ENDORSE ANY SERVICE PROVIDER MENTIONED ON THE SITE. WE DO NOT MAKE ANY TREATMENT DECISIONS.
YOU UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO CHECK THE CERTIFICATION AND/OR LICENSING OF ANY HEALTHCARE OR SERVICE PROVIDER INVOLVED IN YOUR CARE. Our role is strictly limited to providing access to information for your consideration. YOU ASSUME ALL RISK OF PURSUING ANY COURSE OF ACTION FOLLOWING RECEIPT OF INFORMATION PROVIDED BY ANY PARTY. While we make efforts to verify that Service Providers have the background they claim they have, we cannot warrant or guarantee their accuracy. We are not liable for any loss or damages caused by your reliance on any Site Content including Service Provider’s profiles.
You generally may not be expected to achieve the same or similar results as others who have used our Site or services or products and who have subsequently written or recorded video testimonials and endorsements. We post testimonials for informational purposes only; we do not claim that anyone will experience the same or similar results as mentioned in these writings or videos. Nor do we claim that a significant number of consumers may obtain similar results. Results experienced by any one individual who has written a testimonial or endorsement, is not necessarily what any given consumer should expect to experience. Any information that could be regarded as a testimonial or endorsement on the Site does not constitute a guarantee, warranty, or prediction by us regarding the outcome of any past, ongoing, or future conversations or interaction with you.
YOU AFFIRM THAT WE NOR OUR SERVICE PROVIDERS SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE SERVICE PROVIDERS’ OR THIRD PARTIES’ PRODUCTS OR MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
14. Assumption of Risks; Indemnification. You understand, acknowledge, and freely assume all risks, including psychological and emotional risks (whether or not foreseeable to us or you), relating to your access to and activities with respect to the Site and Site Content, or relating to any activity, information, or service provided by us or any of our agents or employees. You assume personal responsibility for any injury or harm of any kind (including, but not limited to, psychological or emotional injuries), illness, damage, loss, claim, liability or expense, of any kind or nature, that your person or property may suffer arising out of or in connection with the Site or Site’s content or use therein.
You recognize and confirm that in the event you incur any damages, losses or injuries that arise out of our acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any website, property, product, program, other owned or controlled by us, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of any of our Site, property, product, program, other content or any and all activities or actions related thereto. By accessing this Site, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected. In accordance with such waiver, if you are a California resident, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of section 1542 of the civil code of California, and any similar law of any state or territory, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
15. Limitation of Liability. WE AND OUR SERVICE PROVIDERS HAVE BEEN GIVEN ASSURANCES OF PRODUCT SALABILITY, MERCHANTIBILITY, AND COMPLIANCE FROM THE MANUFACTURERS. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE; PROVIDED, THAT ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE MUST BE BROUGHT WITHIN ONE (1) YEAR SINCE THE EVENT GIVING RISE TO SUCH ACTION OCCURRED. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE SITE.
The limitation of liability set forth above shall: (i) only apply to the extent permitted by law and (ii) not apply to (A) liability resulting from our gross negligence or willful misconduct and (B) death or bodily injury resulting from us or our Service Provider’s acts or omissions.
17. This Platform and Nexia Wellness, LLC’s Site Does Not Offer Medical Advice. Our platform or Site, Site Content, and any third-party materials you received from us or our Service Providers are provided specifically for general informational purposes only and are not intended to substitute any professional medical advice, medical diagnosis, medical therapy, medical interpretation, or medical treatment of any known or unknown condition. It is your responsibility to seek the advice of a qualified physician or health professional with any question you may have regarding your health, wellness, or a medical condition. You must not rely on our platform, or this Site, when making decisions about your health and wellness. In addition, you must not disregard professional medical advice, or delay in seeking any treatment because of something made available to you by us or our Service Providers. If you believe you may be experiencing or have had a medical emergency, you should call your doctor or dial 911 immediately. We do not endorse and do not recommend any Service Providers products or services, nor do we endorse or recommend any specific tests, procedures, or therapies by any of our Service Providers made available to you through our platform or Site. You are (at all times) using our platform, our Site, and/or our Service Providers at your own risk.
The Site Content is educational and informational in nature and is provided only as general information and is not medical or psychological or nutritional advice, opinion, diagnosis, treatment or guarantee. The Site is not intended to create and does not constitute any professional relationship between us (or any of our officers, directors, trustees, employees, consultants, independent contractors, bloggers, experts, agents, volunteers, affiliates, or agents) and you, and does not create any doctor-patient or any other professional relationship with any of our independent contractors, experts or agents (unless you separately contract with the Service Provider). The Site is not intended to solicit clients or patients; and should not be relied upon as medical, psychological, or other professional advice of any kind or nature whatsoever. Even if those providing information via the Site display professional licensure or other credentials in the healing arts, or cite clinical trials or other medical literature, they are limited to providing information and education, and are not providing any clinical service via the Site. The information provided through the Site should not be used for diagnosing or treating a health problem or disease. The information contained in these communications is not comprehensive and does not include all the potential information regarding the subject matter, but rather, is merely intended to serve as one resource for general and educational purposes.
18. Third Party Content.
No Statement as to Accuracy: We have no editorial control or responsibility over the content included in the Site provided by third-party content providers. Therefore, any opinions, statements, products, services or other information expressed or made available by third party suppliers or Users on this Site are those of such third-party suppliers or Users, respectively. We do not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party.
19. Intellectual Property.
Copyright: Except as otherwise expressly stated, all Site Content is the copyrighted work of Nexia Wellness, LLC or its third-party content suppliers and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all Site Content is also the exclusive property of Nexia Wellness, LLC and is protected by U.S. and international copyright laws.
You may download information from this Site and print out a hard copy for your personal use provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained in the information. Except as otherwise expressly stated herein, you may not modify, copy, distribute, display, reproduce, sell, license, or create derivative works from any information or Site Content, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of us or any applicable third-party suppliers. The use of Site Content by you is prohibited unless specifically permitted by us. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. You may not link to the Site from a site that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory or is other inappropriate (in our sole discretion). We reserve the right, in our sole discretion, to terminate a link with any website that we deem inappropriate or inconsistent with this Site or these Terms. Any unauthorized use terminates the permission or license granted to you by us to use the Site.
We do not warrant or represent that your use of Site Content or any other materials displayed on this Site will not infringe rights of third parties. Your use of any of the Site Content beyond the scope of personal use may require a license from the owner of the rights to the data with respect to the use of portrait right, trademark, copyright, design right, right of utilization or any other rights of the persons, products or landscape portrayed in the provided Site Content. We are not responsible for any claims of ownership rights to any images or data against you. You will indemnify, defend and hold harmless us from and against any losses or claims, by an owner of data or image rights or any third party resulting from any violation of these Terms.
If you believe that any Site Content on this Site violates or infringes upon your intellectual property rights pursuant to Title 17, United States Code, Section 512(c)(2), please notify us immediately at firstname.lastname@example.org with all specifics necessary for us to consider and respond to your complaint. You may be asked to provide additional information and follow additional procedures for us to act on your complaint. Specifically, you will be asked to provide our copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. We have a policy of terminating the User Accounts who (in our reasonable discretion) are violators of infringement. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
Trademarks and Service Marks: Certain trademarks on the Site are the service marks and trademarks of Nexia Wellness, LLC, the Service Providers, or other licensees of us. The domain name for this Site, all page headers, graphics, and button icons are service marks, trademarks, logos, and/or trade dress of Nexia Wellness, LLC. In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or other logos from this Site without the prior written authorization of us.
20. Export. You agree that our services are subject to U.S. export controls and agree that you will comply with the same, and represent that you are neither located in a sanctioned country nor a prohibited person. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from us, or any products utilizing such data, in violation of the United States export laws or regulations.
21. Force Majeure. We and our Service Providers will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemics (including COVID-19), lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
22. Governing Law and Jurisdiction. This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
(a) YOU AND US ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
(b) The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section "Dispute Resolution and Binding Arbitration”. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
(c) You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
(d) You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR WE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OUR SERVICE PROVIDERS OR OTHER USERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
24. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section "Assignment” is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
25. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of us.
(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email, and notices will be effective upon posting. It is your responsibility to keep your email address current.
(b) To Nexia Wellness, LLC. To give us notice under these Terms, you must contact us as follows: (i) by email to: Contact@nexiawellness.com; or (ii) by personal delivery, overnight courier, or registered or certified mail to Nexia Wellness, LLC 11501 Dublin Blvd. STE 200, Dublin, CA 94568. We may update the contact information or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by email transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
28. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
29. Geographic Restrictions. We are based in the State of California in the United States. We make no claims that the Site and platform, or any of the Site Content, is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.