NutritionalWins Licensing Agreement

NutritionalWins Single User License Agreement

Your use of the Services provided by NutritionalWins are subject to the General Terms and Conditions and this NutritionalWins Single User License Agreement ("Agreement"). This Agreement will prevail over any conflict or inconsistency with the General Terms and Conditions.

Thank you for selecting the Services offered by NutritionalWins and/or its affiliates (referred to as "NutritionalWins(s)", "we", "our", or "us"). Review this NutritionalWins Single User License Agreement ("Agreement") thoroughly. This Agreement is a legal agreement between you and NutritionalWins. By accepting electronically (for example, clicking "I Agree"), accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.

A. GENERAL TERMS

1. AGREEMENT This Agreement describes the terms governing your use of the online services provided to you at www.NutritionalWins.com, including content, updates and new releases, (collectively, the "Services"). It includes by reference: NutritionalWins's Privacy Policy provided to you in the Services available on the website or provided to you otherwise. Additional Terms and Conditions, which may include those from third parties. Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.

2. YOUR RIGHTS TO USE THE SERVICES

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by NutritionalWins. The Website contents are the intellectual property of NutritionalWins and its Player Coaches. The structure, organization, and content of the Website are the valuable intellectual property (e.g. trade secrets and confidential information) of NutritionalWins and its Player Coaches. The Website and its contents are protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights to the Website and or its contents, and all rights not expressly granted are reserved by NutritionalWins and its Player Coaches. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, NutritionalWins grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.

2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not: Provide access to or give any part of the Services to any third party. Reproduce, modify, copy, deconstruct, sell, trade or resell the Services. Make the Services available on any file-sharing or application hosting service.

3. PAYMENT. For Services offered on a payment or subscription basis, the following terms apply if you are the User paying for the Services, unless NutritionalWins or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

a. You are expected to make payment in full for your license. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.

b. You must pay with one of the following:

1. A valid credit card acceptable to NutritionalWins;

2. A valid debit card acceptable to NutritionalWins;

3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or

4. By another payment option NutritionalWins provides to you in writing.

c. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

d. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

e. Additional cancellation or renewal terms may be provided to you on the website for the Services.

4. USE WITH YOUR MOBILE DEVICE

Use of these Services may be available through a compatible mobile device, the Internet, and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. NutritionalWins MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

i. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;

ii. ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

iii. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

5. YOUR PERSONAL INFORMATION. You can view NutritionalWins's Privacy Policy at http://NutritionalWins.com/privacy-policy. You agree to the applicable NutritionalWins Privacy Statement, and any changes published by NutritionalWins. You agree that NutritionalWins may use and maintain your data according to the NutritionalWins Privacy Policy, as part of the Services. You give NutritionalWins permission to combine identifiable and non-identifiable information you enter or upload to the Services with that of other users of the Services and/or other NutritionalWins services. For example, this means that NutritionalWins may use your and other users' non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users.

6. CONTENT

6.1 You are responsible for your content. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public ("Community Forum"). NutritionalWins is only responsible for the information it may share with users and is not responsible for the content in these Community Forums. Please use respect when you interact with other users in a Community Forum. Do not reveal confidential or other information that you do not want to make public. Users may post hypertext links to content of third parties for which NutritionalWins is not responsible. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

a. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

b. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy;

c. Except as permitted by NutritionalWins in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;

d. Virus, trojan horse, worm or other disruptive or harmful software or data; and

e. Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

6.2 NutritionalWins may freely use feedback you provide. You agree that NutritionalWins may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant NutritionalWins a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to NutritionalWins in any way.

6.3 NutritionalWins may monitor your Content. NutritionalWins may, but has no obligation to, monitor content on the Services or third party Community Forums. We may disclose any information necessary to satisfy our legal obligations, protect NutritionalWins or its customers, or operate the Services properly. NutritionalWins, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. ADDITIONAL TERMS

7.1 NutritionalWins does not give professional advice. Unless specifically included with the Services, NutritionalWins is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other NutritionalWins services. You may be offered other services, products, or promotions by NutritionalWins ("NutritionalWins Services"). Additional terms and conditions and fees may apply. With some NutritionalWins Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant NutritionalWins permission to use information about your business and experience to help us to provide the NutritionalWins Services to you and to enhance the Services. You grant NutritionalWins permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant NutritionalWins permission to share or publish summary results relating to research data.

7.3 Communications. NutritionalWins may be required by law to send you communications about the Services or third party products. You agree that NutritionalWins may send these communications to you via email or by posting them on our websites.

7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact NutritionalWins if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree these updates may be done at NutritionalWins's sole discretion including without limitation content that may become unavailable.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SERVICES, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NutritionalWins, AND ITS PLAYER COACHES, AND ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. NutritionalWins AND ITS PLAYER COACHES, AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 NutritionalWins, ITS PLAYER COACHES, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

9. LIMITATION OF LIABILITY AND INDEMNITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF NutritionalWins, ITS PLAYER COACHES, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, NutritionalWins, ITS PLAYERCOACHES, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET NutritionalWins SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF NutritionalWins AND ITS PLAYER COACHES, AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF NutritionalWins, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE. You agree to indemnify and hold NutritionalWins its Player Coaches and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). NutritionalWins reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by NutritionalWins in the defense of any Claims.

10. CHANGES We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

11. TERMINATION NutritionalWins may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect NutritionalWins's rights to any payments due to it. NutritionalWins may terminate a free account at any time. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.

12. EXPORT RESTRICTIONS You acknowledge that the Services, including the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.

13. GOVERNING LAW. New Jersey state law governs this Agreement without regard to its conflicts of laws provisions.

14. DISPUTES ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Tennessee law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND NutritionalWins ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to NutritionalWins., 427 Lincoln Ave, Avon-by-the-sea, NJ 07717. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA's rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules, but if you are unable to pay any of them, NutritionalWins will pay them for you. In addition, NutritionalWins will reimburse all such fees and costs for claims totaling less than $1,000 unless the arbitrator determines the claims are frivolous. Likewise, NutritionalWins will not seek its attorneys' fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 14 shall survive expiration, termination or rescission of this Agreement.

15. GENERAL This Agreement, including the General Terms and Conditions, is the entire agreement between you and NutritionalWins and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of NutritionalWins. However, NutritionalWins may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by NutritionalWins or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact NutritionalWins via an email to: wins @ nutritionalwins.com

B. ADDITIONAL TERMS AND CONDITIONS FOR USE OF SERVICES Your use of the Services provided by NutritionalWins are subject to the NutritionalWins Single User License Agreement above, General Terms and Conditions and these Additional Terms and Conditions. WHEREAS NutritionalWins possesses certain ideas and information relating to health, mindset, and in general nutrition amongst other things, that is confidential and proprietary to NutritionalWins (hereinafter "Confidential Information"); and WHEREAS you the Licensee are willing to receive disclosure of the Confidential Information pursuant to the terms of this Agreement for the purposes described in this Agreement; NOW THEREFORE, in consideration for the mutual undertakings of NutritionalWins and the Licensee under this Agreement, the parties agree as follows:

1. Disclosure. NutritionalWins agrees to disclose, and Licensee agrees to receive the Confidential Information.

2. Confidentiality.

2.1 No Use. Licensee agrees not to use the Confidential Information in any way, or to manufacture or test any product embodying Confidential Information, except for the purpose set forth above.

2.2 No Disclosure. Licensee agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than Licensees, partners, associates, affiliates and or employees having a need for disclosure in connection with Licensees authorized use of the Confidential Information.

2.3 Protection of Secrecy. Licensee agrees to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.

2.4 Non-Compete. You agree that at no time during the term of your Use of the Services will you engage in any business activity which is competitive with NutritionalWins nor work for any company which competes with NutritionalWins. For a period of three (3) years immediately following any termination of this Agreement, You will not, for yourself or on behalf of any other person or business enterprise, engage in any business activity which competes with NutritionalWins.

3. Limits on Confidential Information. Confidential Information shall not be deemed proprietary and the Licensee shall have no obligation with respect to such information where the information:

(a) was known to Licensee prior to receiving any of the Confidential Information from NutritionalWins;

(b) has become publicly known through no wrongful act of Licensee;

(c) was received by Licensee without breach of this Agreement from a third party without restriction as to the use and disclosure of the information;

(d) was independently developed by Licensee without use of the Confidential Information; or

(e) was ordered to be publicly released by the requirement of a government agency.

4. Ownership of Confidential Information. Licensee agrees that all Confidential Information shall remain the property of NutritionalWins, and that NutritionalWins may use such Confidential Information for any purpose without obligation to Licensee. Nothing contained herein shall be construed as granting or implying any transfer of rights to Licensee in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.

5. Term and Termination. The obligations of this Agreement shall be continuing until the Confidential Information disclosed to Licensee is no longer confidential.

6. Survival of Rights and Obligations. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) NutritionalWins, its successors, and assigns; and (b) Licensee, its successors and assigns.

August 9, 2019