Terms of Use

Last updated: January 29, 2021

Please read these Terms of Use (“Terms”) carefully. By using the Amy Dirks Sports Nutrition website, platform, and/or mobile application, including by ordering our products and services (collectively, the “Services”), you are agreeing to be legally bound by the Terms stated below.

All of the terms stated in these Terms, together with our Privacy Policy, constitute the “Agreement” between you and Amy Dirks Sports Nutrition (“AD” or “we”, “us”, “our”). We may change the terms of the Agreement from time to time.

Acceptance of Terms

Use of the Services

Ownership of Site Materials

Links to Other Websites

User Content

Copyright

Reporting Copyright or Intellectual Property Infringement

Indemnification

Disclaimer of Warranty and Limitation of Liability

Termination

Location of Services and International Users

No Agency

Governing Law

General

Updates to These Terms

ACCEPTANCE OF TERMS

You agree that you will always use the Services in compliance with the terms of this Agreement and any other policies and standards provided to you by AD. When you provide information to or via any of the Services, you agree to provide only true, accurate, current and complete information. You promise that you have the legal right to enter into this Agreement and to use the Services, or if you are a minor, that your parent or legal guardian has approved your use of the Services and has read and agreed to this Agreement on your behalf. You promise that your activities related to the Services will not violate anyone else’s rights. You also agree to comply with all applicable laws and regulations.

USE OF THE SERVICES

When you sign up for programs and services offered by AD, you will be asked to provide certain information about yourself (e.g. information concerning your preferred program, your address, etc.). We are committed to protecting your privacy, and encourage you to read our Privacy Policy to understand how we may use and share your information. We may use third party services to verify the information you provide to us and to obtain additional related information and corrections where applicable and you hereby authorize us to request, receive, use and store such information for a reasonable period of time. We may, at our discretion, accept or reject your request for products and/or services.

You promise to update the information you have provided to us in the event of any changes to your contact information. We may deliver notices to you at the most recent email and mailing address provided by you, and those notices will be considered valid even if you no longer maintain the email account or receive mail at that address. You are and will be solely responsible for all of the activity that occurs through your account, so please keep your password and account information secure.

OWNERSHIP OF SITE MATERIALS

Unless otherwise explicitly specified, all materials, including but not limited to text, videos, graphics, logos, source code, programs, compilations, (collectively the “Materials”) that are included in or are otherwise a part of the Services are owned, controlled, or licensed by AD or its affiliates and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent and other laws, rules, regulations and international treaties. Except as expressly set forth in these Terms or otherwise expressly granted to you in writing by AD, no rights (either by implication, estoppel or otherwise) are granted to you. Any and all rights to use any Materials not expressly granted to you under these Terms are hereby reserved for AD and/or its affiliates or licensors. Nothing contained in these Terms will affect, impair, or limit in any way our rights to exploit fully any or all of the Materials.

You acknowledge and agree that you will not, directly or indirectly, contest, challenge, aid or abet in contesting or challenging the validity or ownership of the Materials, or take any action whatsoever in derogation of AD’s rights therein. You acknowledge and agree that you will not acquire or claim any rights in the Materials, or aid or abet anyone else in doing so. The Materials may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without our prior written authorization. Any other use of the Materials without our prior written authorization is strictly prohibited.

AD grants you a limited, personal, non-exclusive, non-commercial, revocable and non-transferable license to use, download, view, and play the Materials. This license is subject to your full compliance with these Terms. When you download or use Materials, you agree to and you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Materials; and (c) not allow or assist any third party (whether or not for your benefit) to copy or adapt any object code associated with the Services or reverse engineer, modify or attempt to discover any code associated with the Services. You also agree that you will not, including by use any robot, scraper, or other data mining technology or process, frame, mask, extract data from, copy or distribute the Materials (except as may be a result of standard search engine or Internet browser usage or as expressly authorized by us).

Except as expressly set forth elsewhere in these Terms, nothing in these Terms will be interpreted to grant you, any right or license to enter into sublicenses or redistribution agreements with respect to any portion of the Materials or to otherwise rent, sell, lease, loan, transfer, assign, broadcast, upload to any computer or wireless device, sublicense, distribute or allow access to the Materials. Except as otherwise agreed to by AD, you agree that you will not charge any person or entity to view, listen, play, or otherwise access any Materials, or disseminate any Materials in any manner to the public (for free or for a fee).

LINKS TO OTHER WEBSITES

The Services may provide links to websites operated by other parties. We do not endorse or make any representations about these websites, any information or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of these other websites linked to the Services, you do so at your own risk, including if you share any personal information with them. We have no responsibility for the content of such other websites and shall not be liable for any damages or injuries arising from the use or content from these other websites or resources.

USER CONTENT

By submitting any content to us, in the form of feedback, suggestions, reviews, email, video, or otherwise, (“Content”) you grant us a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, as non-proprietary and non-confidential, except as otherwise described by our Privacy Policy. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of our business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. You represent and warrant that: (a) you own or control the appropriate rights in and to your Content, including any intellectual property owned by third parties; and (b) you will not submit, upload, or otherwise make available via the Services, any Content or materials that (i) you do not have the rights necessary to use, transmit, publish, or to grant us the license as described herein; or (ii) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party.

COPYRIGHT

The Services contain copyrighted material, trademarks, and other proprietary information, all of which is individually and collectively protected by copyrights laws and other intellectual property laws in the United States and internationally. Except as part of the intended use of the Services, you must not copy, distribute, make available, publicly perform, display or create any work based on such content, or exploit such content in any way, in whole or in part. Except for content provided by users through AD, all of the content presented through the Services is owned by us and our licensors. All rights are hereby expressly reserved.

REPORTING COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide us with the following information required by the Online Copyright Infringement Liability Limitation Act of the DMCA, 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, by sending it to us at: [email protected]

INDEMNIFICATION

To the greatest extent permitted by law, you will indemnify, defend and hold harmless AD and its affiliates, officers, directors, employees, agents, representatives, licensors, and assigns (the “indemnitees”) from all claims, demands, losses, costs, damages, liabilities, settlements, judgments, awards, causes of actions, fines, or penalties, including without limitation injury to person or property or death (including without limitation, expert and attorneys’ fees) directly or indirectly arising out of your access to the Services, use of the Services, or your violation of this Agreement. This provision shall survive completion of any Services and shall continue in effect notwithstanding the termination or breach of any agreements between or among you and AD.

DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AD AND ITS LICENSORS, SUPPLIERS AND RELATED PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH CONTENT, SERVICES, PRODUCTS AND MATERIALS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. YOUR USE OF THE SERVICES AND ANY CONTENT IS ENTIRELY AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AD AND ITS RELATED PARTIES DISCLAIM ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, USE, INABILITY TO USE OR PERFORMANCE OF THE INFORMATION, CONTENT, SERVICES, PRODUCTS AND MATERIALS AVAILABLE FROM OR THROUGH THE SERVICES. IN NO EVENT SHALL AD OR ANY OF ITS LICENSORS, SUPPLIERS OR RELATED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, EVEN IF THESE ENTITIES HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR THE EXISTENCE OF ANY LIMITED REMEDY. WITHOUT LIMITING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF AD ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE WEBSITE OR THE CONTENT, INFORMATION, MATERIALS, PRODUCTS OR SERVICES ON OR THROUGH THE SERVICES SHALL NOT EXCEED FIFTY DOLLARS (U.S.).

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of: (a) the amount which you paid to us in the 12 months prior to the action giving rise to the liability, or (b) $50.

TERMINATION

You may discontinue your use of the Services at any time. While we do not monitor your use of our Services, we may immediately issue a warning or suspend or terminate your access to the Services for breach of these Terms (or any other agreement or policy incorporated by reference hereto), or for any other reason in our sole discretion. Termination of access to the Services will not release either party from any obligations incurred prior to the termination and we may retain and continue to use, for our own internal purposes, any information previously provided by you. Termination of the Agreement will not have any effect on the disclaimers, waivers, or liability limitations provided under this Agreement and all of those terms will survive any termination of this Agreement.

LOCATION OF SERVICES AND INTERNATIONAL USERS

The Services are hosted in the United States and are directed to users in the United States. If you access the Services from outside of the United States or are not a citizen of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction regarding online conduct and acceptable Content.

NO AGENCY

AD does not intend to appoint you or any other user as its employee or legal agent or to form any kind of legal partnership or joint venture. You are not authorized to make any commitments on behalf of AD and we will not make commitments on your behalf unless expressly stated in this Agreement.

GOVERNING LAW

You agree that these Terms and any dispute that arises between you and AD are governed by and construed under the laws of the State of Missouri, without regard to its conflicts of laws and principles. You consent to the exclusive personal jurisdiction and venue of the courts located in Platte County, Missouri for any such legal proceeding. If any suit or action or other proceeding is commenced to enforce or interpret any of the terms or provisions of this Agreement, the prevailing Party in such suit or action or other proceeding shall be entitled to an award against the other Party for the prevailing Party’s reasonable attorney’s fees and costs incurred both at trial and on any appeal.

GENERAL

This Agreement states the entire understanding between you and us concerning your use of the Services and supersedes any earlier verbal or written communications between us. We may assign our rights and duties under the Agreement to any party at any time without any notice to you. You may not assign your rights or obligations under these Terms to any third party without advance written consent from us. Our failure to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. If any provision of these Terms is deemed by a court or arbitrator to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. You agree that these Terms will not be construed against AD by virtue of having drafted them.

UPDATES TO THESE TERMS

We reserve the right to modify or add to these Terms at any time without prior written notice.

You agree that we may notify you of any such changes by posting the updated Terms here. Your use of the Services thereafter constitutes your acceptance of the then-current Terms and they will apply to your use of the Services from the date of posting forward.