1. Acceptance of Terms
The following consists of the terms and conditions governing your (“you” or “user”) access to and use of A.R.D Natura Systems Ltd’s (the “Company” and/or “we” and/or “us“) website and content available at TAILORMADEDIET.COM and the software, services, information, tools, features and functionality available therein (the “Services”) subject to the terms herein contained. By accessing the Services, you acknowledge that you have read, understand, and agree to abide by the terms described herein. If you do not understand or agree to these terms, you should immediately exit and stop using the Services. If you continue using the Services you accept and agree to these terms and conditions (the “Terms”). you may not access or use the Services.
These Terms are a binding agreement between you and Company. Your use of the Services is governed by the version of the Terms in effect on the date these Services are accessed by you.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN DO NOT USE THE COMPANY SERVICES.
2. Limited License to Access the Services
3. Title & Ownership
All Intellectual Property Rights (defined below) evidenced by or embodied in and/or attached/connected/related to the Service, are and shall be owned exclusively by Company (or its licensors). These Terms do not convey to you an interest in or to the Services, but only a limited right of use revocable in accordance with the terms of these Terms. The rights granted by these Terms are limited to those expressly stated herein, and no additional rights or licenses are being granted by implication or otherwise. “Intellectual Property Rights” means worldwide (a) patents, patent applications and patent rights; (b) rights associated with works of authorship, including copyrights, copyright applications, copyright restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
4. The Services
You use the Services at your own risk. The Services may include health, fitness and nutrition related information within the provision of the Services, which are designed solely for non-commercial, informational purposes. The information provided through this Service is not intended as a substitute for medical counsel or professional advice from your personal physician. Your access or use of the Services shall not create in any way a physician – patient, confidential, or privileged relationship, or any other relationship that would give rise to any duties on our part or the part of the Company. No information provided within the Services shall be considered legal advice or medical advice of any kind.
5. Your Account
When registering for the use of our Services you are required to provide us personal information and content credentials (including without limitation: user name and password) (“Your Account”). You agree to provide true, accurate, complete and current information and maintain and promptly update the registration data to keep it true, accurate, current and complete. You are solely responsible for any information you provide in connection with this Service and your use thereof. You agree to immediately notify Company of any unauthorized use of Your Account. Company cannot and will not be liable for any loss or damage arising from any unauthorized use of your account. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
6. Limitations on Use
The Services must be used and maintained in strict compliance with the instruction and safety precautions of Company contained herein. Except as specifically permitted herein, you agree not to (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share any of your rights under these Terms with/to anyone else; (ii) transfer, distribute, copy all or any part of the Services and/or any third party content made available therein, including but not limited to content, posts, media files, submissions, or any Intellectual Property Rights of other users and third parties; (iii) make use of the Services in any jurisdiction where same are illegal; (iv) use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful or offensive use; (v) make network connections to any users, hosts, or networks unless you have permission to communicate with them; or (vi) distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements; (vii) distribute, publish, send, or facilitate the sending of any illegal content or content which infringes intellectual property rights of third parties or their right for privacy.
Additionally, Company reserves the right, without limitation, to terminate your access to and use of the Services if, in Company’s view, your conduct fails to meet any of the following guidelines for user conduct:
- You may not attempt to harm, disrupt, or otherwise engage in activity that diminishes the computer systems and network, or the Services.
- You may not attempt to interfere with any other person’s use of the Services.
- You may not misrepresent your identity or impersonate any person.
- You may not attempt to gain access to any account, computers or networks related to the Services without authorization.
- You may not upload, post, transmit to other users by any means, or otherwise make available any content or materials that are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable.
- You may not attempt to charge others to use the Services either directly or indirectly.
- You may not use the Services to participate in pyramid schemes or chain letters.
- You may not use the Services for defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights of others.
- You may not use the Services to send or otherwise make available, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents.
- You may not use the Services to send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property.
- You may not use the Services to download any material sent by another user of the Services that you know, or reasonably should know, cannot be legally distributed in such manner.
- You may not use the Services to violate any code of conduct or other guidelines which may be applicable to the Services.
- You may not use the Services to harvest or otherwise collect information about others, including e-mail addresses.
- You may not attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software used or provided by Company in connection with the Services.
- You may not use the Services in a manner that results in excessive bandwidth usage, as determined by Company. Use of the Services will be applied toward such bandwidth usage.
THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS, “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY RESULTS, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND/OR NON-INFRINGEMENT, AND WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPANY AND ITS LICENSORS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, COMPANY AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS (COLLECTIVELY “AFFILIATES”) ARE NOT AND WILL NOT BE LIABLE UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR RESULTS OF THE USE OF THE SERVICES.
WITHOUT DEROGATING FROM THE FOREGOING, THE TOTAL AND AGGREGATE LIABILITY OF COMPANY AND ITS AFFILIATES TO YOU OR ANY THIRD PARTY SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY YOU FOR THE ONLINE SERVICES PROVIDED VIA THE SERVICES, DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
WE MAY CHANGE THE SERVICES OR DELETE FEATURES AT ANY TIME AND FOR ANY REASON. WITHOUT LIMITING THE GENERAL NATURE OF THE FOREGOING COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT; (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA; (3) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SERVICES, (4) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SERVICES IN AN ACCURATE OR TIMELY MANNER, OR5) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES AVAILABLE FROM THIRD PARTIES THROUGH LINKS. 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 EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL BARGAINED FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY YOU FOR THE SERVICES AND IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
You agree to indemnify, defend and hold harmless Company, its officers, directors, employees, stockholders, affiliates, agents and suppliers, from and against any and all claims, liabilities, damages, losses or expenses, including but not limited to attorney’s fees and costs, arising out of or in any way connected with breach of these Terms.
11. Your Submissions
You represent that: (i) you own all rights and licenses for all required uses of the content, codes, information, images, photos, text, graphics, logos, trademarks, service marks, designs, audio clips, digital downloads, data compilations, copyrighted materials, software and services uploaded or transferred by you in connection with the Services (the “Submissions”); (ii) you have the right to provide applicable rights in your Submissions, including the right to transfer and copy your Submissions uploaded or transferred by you via the Services, which you control and for which you are solely responsible for; (iii) there are no restrictions, limitations, contractual or statutory obligations or restrictions or any other factor whatsoever which prevents or restricts from granting the rights in connection with your Submissions ; (iv) your Submissions will not: (a) facilitate or promote illegal activity, or contain content that is illegal; (b) contain content, material or information that is defamatory, obscene, distasteful, racially or ethnically offensive, harassing, or that is discriminatory based upon race, gender, color, creed, age, sexual orientation, or disability; (c) contain sexually suggestive or explicit content; (d) infringe upon or violate any right of any third party; (e) disparage, defame, or discredit Company or any third person; or (f) otherwise violates any laws, rules, regulations or policies of any competent jurisdiction; and (v) you are solely responsible for all aspects related to your Submissions.
You hereby grant Company a nonexclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free license, with the right to sub license, to use, transfer, copy, reproduce, distribute, publicly perform, publicly display, digitally perform, modify, create derivative works of, your Submissions and otherwise use and commercially exploit any text, videos, photographs or other data and information you submit to the Services, in any media formats . Such license will apply to any form, media, or technology now known or hereafter developed. Company will not post or share Submissions unless that is the outcome of the use you make of the Services.
12. Third Party Websites
We may provide links or promote websites or services from other companies or offer you the ability to download software from other companies. You agree that Company is not responsible for those websites which it does not control. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Company shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Company does not endorse or approve any content made available or transferred via the Services, with regards to which Company acts as a mere conduit. We do not review such content. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to third party websites, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.
13. DMCA Compliance
It is our policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. In addition, we will promptly terminate without notice the accounts of those determined by us to be “repeat infringers”. If you are a copyright owner or an agent thereof, and you believe that any content hosted on the sites of our Services infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA“) by providing Company’s Designated Copyright Agent with the following information in writing (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material; providing URLs in the body of an email is the best way to help us locate content quickly;
Information reasonably sufficient to permit Company to contact the complaining party, such as address, telephone number, and, if available, electronic mail address at which the complaining party may be contacted;
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.
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.
Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Please note that Company may, at our discretion, send a copy of such notices to a third-party for publication. As such, your letter (with personal information removed) may be forwarded to Chilling Effects (http://www.chillingeffects.org) for publication.
Counter-Notification: If you elect to send us a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements): A physical or electronic signature of the subscriber; identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; a statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; the subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which Company may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or miss-identification may be subject to liability.
Designated Copyright Agent: Company’s Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows: Attention: Copyright Agent, POBOX 1859, Ramat Hasharon 47117, Israel or by email at firstname.lastname@example.org. For clarity, only DMCA notices should go to the Company Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Company customer service through email@example.com. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
14. Suspension and Termination
We may suspend your right to access or use any portion or all of the Service offerings immediately if we determine: (a) your use of the Services offerings (i) poses a security risk to the Service offerings or to any third party, (ii) may adversely impact the Services offerings or the systems or content of any other Company user or customer, or (iii) may subject us, our affiliates, or any third party to liability; or (b) you are in breach of these Terms, including if you are delinquent on your payment obligations for more than 15 days.
We may terminate the Services if you fail to comply with these Terms.
Upon termination you shall immediately cease using the Services and the following Sections shall survive: 1, 3, 7-17.
15. Payment of Fees
Company reserves the right to change the fees or applicable charges and to institute new charges at any time.
All amounts payable will be made without setoff or counterclaim, and without any deduction or withholding. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide Company any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify Company and will pay Company any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide Company with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
No Refunds. All fees are non-refundable. When users cancel their account they will not be issued refunds for their most recent or any previous billing. Other requests for refunds may be processed at the sole discretion of Company.
16. Export Control Restrictions.
The Services may not be used or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Lebanon, Iran, Syria or any other country to which the U.S. and/or Israel has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. By using the Services, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Waiver. The failure of Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Company.
Applicable Law and Jurisdiction. These Terms are governed by the laws of the State of Israel, without regard to the conflict of laws provisions thereof. The exclusive jurisdiction and venue of any action with respect to these Terms shall be the competent courts of Tel Aviv and Company and you hereby submit to the exclusive jurisdiction and venue of such courts for the purpose of any such action.
Claims. YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Severability. If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction. Any assignment attempted to be made in violation of this Terms shall be void.
Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.