Welcome to (the”Website”). The Website is owned and operated by NutriSport Pharmacal ("NSP"). Through the Website, users (each, a “User”) have access to a variety of NSP related resources, including news clips, photographs and other content (collectively referred to herein, along with the Website, as the “Service”).
These terms and conditions (“Terms & Conditions” or “Agreement”) constitute the legal agreement between you and NSP with respect to the Service. By using the Service (including without limitation, viewing and downloading any content at the Service), you (1) represent that you are of majority in the state in which you legally reside (and at least 18 years of age) or you have the permission of your parent or legal guardian to use the Service if you are between 13 years of age and the age of majority and (2) agree to be bound by the terms and conditions of this Agreement and any guidelines, policies and codes of conduct issued to you from time to time (collectively, the “Code of Conduct”).
Even if you do not complete the registration process or otherwise use or access the Service, you will be bound by this Agreement when you visit the Website. Please review the Agreement carefully. If you do not agree to this Agreement in its entirety, you are not authorized to use the Service in any manner or form. We may update the Terms & Conditions from time to time without notice to you. You can review the most current version of the Terms & Conditions at any time by clicking on the “Terms & Conditions” link on the bottom of any web page. Revisions are effective upon posting and your continued use of the website after the posting will be subject to the changed terms of the revisions. The “Last Modified” date will indicate when the latest changes were made to the Terms & Conditions. In addition, when using any particular feature of the Service, you shall be subject to any posted guidelines or rules applicable to such service, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms & Conditions. In this Agreement, “you”, “your”, and “User” shall refer to each visitor or User (unless the context requires otherwise), and “we”, “us” and “our” refer collectively to NSP.
2. PROPRIETARY RIGHTS; LICENSE GRANT All content available at the Website, including, without limitation, design, graphics, text, images, software and other files and the selection and arrangement thereof (collectively, “Content”), is owned by NSP and its licensors and protected under applicable copyrights, trademarks and other proprietary (including, without limitation, intellectual property) rights. You agree that the right holders that license their content to NSP for access through the Service are intended third-party beneficiaries under this Agreement, and thereby possess the right to enforce the provisions of this Agreement that directly affect their intellectual property. You understand that your use of Content is subject to the limited license described below. You acknowledge that you do not acquire any ownership rights to any Content accessible at or through the Service. The posting of Content at the Service by NSP does not constitute a waiver of any right in and to such Content. As a visitor to or User of the Service, you are granted a non-exclusive and non-transferable limited license to access and use the Service (and its associated Content) strictly in accordance with this Agreement. NSP may terminate this license at any time for any reason, in its sole discretion. You acknowledge and agree that the Service is for your personal, non-commercial use, only, and that you may not transmit, broadcast, upload to any computer or mobile device, create derivative works of, or make commercial use of the Service or any Content provided or obtained through the Service, including, but not limited to, any content, concepts, opinions, ideas, names, images and other information used with respect to or made available through the Service, except as expressly authorized in this Agreement. No part of the Service may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You agree not to access the Service by any means other than through the interface that is provided by NSP for use in accessing the Service. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Service, any Content or any portion thereof. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service. You may not permit any Content, used or obtained by you, to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by any third party, whatsoever. You agree to advise NSP promptly of any such unauthorized use(s). You may not take any action that imposes an unreasonable or disproportionately large load on the NSP infrastructure. NSP and its licensors reserve all rights not expressly granted to you in this Agreement.
3. ACCESS TO THE SERVICE In order to use the Service, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, including a computer and modem, router or other access device. Any equipment or software causing interference shall be immediately disconnected from the Service and NSP shall have the right to immediately terminate this Agreement. If any upgrade in or to the Service requires changes in your equipment or software, you must effect these changes at your own expense. You agree to follow and comply with any applicable laws, rules and regulations in your use of the Service.
4. INFORMATION YOU PROVIDE At this time we do not require that you register in order to use the Service. NSP may decide, in its sole discretion, to require registration in the future. In the event we require registration, or if you otherwise provide information on the Site, you agree to (a) provide true, accurate, current and complete information about yourself and (b) as permitted, maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or NSP has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, NSP has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate information with us, including, but not limited to, your failure to receive critical information about the Service. You are responsible for maintaining the confidentiality of any password and account, and are fully responsible for all activities that occur under your password or account that you may create while using the Service. You agree to (a) immediately notify NSP of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. NSP cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.
7. MODIFICATIONS, INTERRUPTIONS OR DISCONTINUATION OF SERVICE NSP reserves the right at any time and from time to time to modify, suspend, discontinue or permanently cancel the Service, or portions thereof, with or without notice to you. Without limiting the generality of the foregoing, NSP reserves the right to delete, add to or modify the Content for any reason at any time, and to delete (or block your access to) any portion of the Service in the event we reasonably determine that the Service, your use of the Service or any element used to create the Service, infringes on or violates, or could infringe on or violate, any third party right or any applicable laws or government regulations, without any notice or liability to you or to any third party. NSP reserves the right at any time, in its sole discretion, to add new features and functionality to the Service, such as User forums, or remove previously available features and functionality. Unless explicitly stated otherwise, any new features and functionality at the Service, shall be subject to this Agreement. NSP may, at any time, lose its licensing rights to make certain Content available through the Service. In that event, you will no longer be able to obtain these pieces of Content.
8. TERMINATION You agree that NSP, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any User Content within the Service, for any reason, including, without limitation, for lack of use or if NSP believes that you have violated or acted inconsistently with the letter or spirit of the Terms & Conditions. NSP may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice to you. You agree that any termination of your access to the Service under any provision of these Terms & Conditions may be effected without prior notice, and acknowledge and agree that NSP may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that NSP shall not be liable to you or any third-party for any termination of your access to the Service. Sections 2, 5, 9, 10 and 12 through 19, shall survive any termination of this Agreement.
9. SUBMISSIONS NSP is interested in hearing from you regarding our products and services. Although we welcome your comments, NSP does not accept or consider unsolicited creative ideas, suggestions, submissions, or materials including, without limitation, any stories or ideas, concepts, notes, screenplays, formats, artwork, or other similarly-related materials (collectively, “Submissions”) that are sent to us in any format and by any means of transmission (including email), other than those that we have specifically requested. Any unsolicited Submissions will either be sent back to you or discarded. We hope you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by NSP might seem to others to be similar to their own creative work. It has been our experience that while you may believe that a submission or idea is unique, in many cases, such submission or idea resembles other submissions or ideas that NSP have received, whether solicited or unsolicited, or are similar to projects that are being created by or on behalf of NSP While we value your feedback on our products and services, we request that you be specific in your comments on those products and services. Therefore, please do not send unsolicited Submissions of any kind to NSP. From time to time, though, we may expressly request Submissions of concepts, stories, or other potential content from you. Where this is the case, please carefully read any specific rules or other terms and conditions that govern those Submissions, since they will affect your legal rights. Please note that if, despite our request, you send to us (via email, through the Service or any other method) unsolicited Submissions, you understand and agree that such unsolicited Submissions are deemed to be, and will be treated as, User Content, as defined and further described below.
10. USER CONTENT Where applicable at the Service, you are invited to post your own content (“User Content”). You understand that all User Content, whether you have publicly posted on a forum or privately transmitted, are your sole responsibility. You understand that by using the Service, you may be exposed to User Content that is offensive, indecent or objectionable. NSP does not endorse or have control over the User Content. User Content is not reviewed by NSP prior to posting and does not reflect the opinions or policies of NSP. NSP makes no representations or warranties, express or implied as to the User Content or the accuracy and reliability of the User Content or any other material or information that you transmit to other Users. Though the Service is designed to be a safe place to share such User Content, NSP cannot guaranty that other Users will not misuse the User Content that you share. So, if you have any User Content that you would like to keep confidential and/or do not want others to use, do not post it to the Service. Under no circumstances will NSP be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed or otherwise transmitted via the Service. NSP IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY USER CONTENT YOU POST TO THE SERVICE. By posting any User Content at the Service, you hereby grant NSP a royalty-free, fully paid up, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, combine with other works, create derivative works from, distribute, perform and display such User Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You specifically waive any “moral rights” in and to the User Content. The foregoing grant includes, without limitation, any copyrights and other intellectual property law in and to your User Content. You represent and warrant that: You own the User Content posted by you on or through the Service or otherwise have the right to grant the license set forth in this Section 10; and the posting of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any User Content you posted to or through the Service. You acknowledge and agree that NSP may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce this Agreement; respond to claims that any User Content violates the rights of third-parties; or protect the rights, property, or personal safety of NSP, its Users and the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve: transmissions over various networks; and changes to conform and adapt to technical requirements of connecting networks or devices. You agree to each of the conditions in this Agreement and further agree that each of these conditions applies forever and broadly with regard to NSP worldwide. Posting of User Content to or through the Service, including ideas or disclosures of opinions, is voluntary on your part. No confidential or contractual relationship is established by your posting of User Content or is to be implied by our review or subsequent use of your User NSP shall not be liable for any disclosure of any User Content, including opinion(s) or suggestion(s), you post to or through the Service. NSP SHALL BE ENTITLED TO UNRESTRICTED USE OF ANY USER CONTENT IT MAY RECEIVE FROM YOU AT OR THROUGH THE SERVICE, FOR ANY PURPOSE WHATSOEVER, COMMERCIAL OR OTHERWISE, WITHOUT COMPENSATION TO OR APPROVAL OF YOU AS PROVIDER OF THE USER CONTENT.
11. PROHIBITED CONDUCT You agree that you will not use the Service to: (a) upload, post, email or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to a NSP representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Service; (d) upload, post, email or otherwise transmit any User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (e) upload, post, email or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party; (f) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose; (g) upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, emulate, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (h) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges; (i) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (j) “stalk” or otherwise harass another User; or (l) collect or store personal data about other Users. NSP assumes no responsibility for monitoring the Services for inappropriate User Content or conduct. If at any time NSP chooses, in its sole discretion, to monitor the Services, NSP nonetheless assumes no responsibility for the User Content, has no obligation to modify or remove any inappropriate User Content, and has no responsibility for the conduct of the Users submitting any such User Content. Notwithstanding the foregoing, NSP and its designees shall have the right to remove any User Content that violates this Agreement or is otherwise objectionable, in NSP sole discretion. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. In this regard, you acknowledge that you may not rely on any User Content. You are solely responsible for your interactions with other Users. NSP reserves the right, but has no obligation, to monitor disputes between you and other Users and to terminate your account if NSP determines, in its sole discretion, that doing so is prudent.
12. INDEMNIFICATION You agree to defend, indemnify and hold harmless NSP, its parents, subsidiaries and affiliates, and each of their respective officers, directors, employees, representatives and agents (each, a “Protected Entity”), from any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including settlement costs and/or reasonable attorneys’ fees) arising from or related to: (a) your use of the Service; (b) your placement or transmission of any User Content by or through the Service; or (c) an allegation that you breached or violated an applicable law, rule, regulation or this Agreement.
13. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NSP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. (B) NSP MAKES NO WARRANTY THAT: (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NSP OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS & CONDITIONS.
14. LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE PROTECTED ENTITIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF A PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED, OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO FROM OR THROUGH THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO OR ARISING FROM THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOUR SOLE RIGHT AND REMEDY AGAINST ANY PROTECTED ENTITY IS TO DISCONTINUE USE OF THE SERVICE.
15. EXCLUSIONS AND LIMITATIONS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 13 AND 14 MAY NOT APPLY TO YOU.
16. TRADEMARKS NSP is a trademark owned or licensed by NSP Inc. All other trademarks, service marks and trade names used on the Service are the property of their respective owners. Without NSP’s prior written authorization, you agree not to display or use in any manner, the NSP Marks.
17. INTERNATIONAL USERS In the event that you reside outside of the United States, you agree to comply with all local rules regarding online conduct and acceptable User Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Note that some features on the Service may be available solely to United States Users, as determined in our sole discretion.
18. COPYRIGHT POLICY We respect the intellectual property rights of others and require that Users who use the Service do the same. If you believe that your proprietary work has been copied in a way that constitutes copyright infringement, please forward the following information to NSP Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below: NSP Inc. 200 North Church Road, Franklin, NJ 07416 To be effective, the notice must include: (a) A physical signature of the person authorized to act on behalf of the owner of the copyright; (b) A description of the copyrighted work that you claim has been infringed; (c) A description of where the material that you claim is infringing is located on the Service (please be specific); (d) Your address, telephone number, and email address; (e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
19. MISCELLANEOUS (a) This Agreement shall be treated as though it were executed and performed in Franklin, NJ and shall be governed by and construed in accordance with the laws of the state of New Jersey notwithstanding its conflict of law provisions. Should a dispute arise concerning the Website, Service or the terms and conditions of this Agreement, you agree that the appropriate, convenient and exclusive venue for any and all dispute resolution shall be the court of appropriate jurisdiction in the state of New Jersey. To the extent permitted by applicable law, you agree to waive any right that you may have to participate in any class action litigation involving, related to or arising from the Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. (b) You agree that any unauthorized use of the Service would result in irreparable injury to NSP and its licensors for which money damages would be inadequate. In such event NSP and its licensors, as applicable, shall have the right, in addition to other remedies available to it pursuant to this Agreement, to immediate injunctive relief against you. Nothing contained in this Agreement shall be construed to limit remedies available pursuant to statutory or other claims that NSP and its licensors may have under separate legal authority. (c) Should any part of this Agreement be held invalid or unenforceable by a competent court, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Service is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. (d) No relationship other than that of a service provider and customer shall be created through operation of this Agreement. (e) Any attempt by any individual to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of this Website or Service, is a violation of criminal and civil law and NSP may diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity. (f) Notices to you, if any, may be made via either e-mail or regular mail.