Nutritional Wellness User Agreement

Welcome to the NutritionalWellness.com web site (the "Site"), provided by Maxwell Petersen Associates, Inc. ("MPA") doing business as NutritionalWellness.com ("NutritionalWellness").

This Agreement contains the terms and conditions upon which you ("you," or "the user") may access the valuable information and services available through the Site. By entering this site and viewing its contents, you indicate that you understand and intend this Agreement to be the legal equivalent of a signed, written contract, and equally binding. If you do not agree with the terms in this Agreement you will exit the Site.

You acknowledge and agree to authorize the applicable MPAmedia Party to act on instructions concerning your account that we receive electronically (including instructions received from or through Internet Service Providers ("ISPs")) in all cases in accordance with this agreement and the MPAmedia terms and conditions. Our receipt of messages or directions from you through this website facility will in all events be treated as your messages and directions. You acknowledge and agree that, Whenever you click on "Accept", "I agree", "Submit" or other similarly worded button or entry field appearing now or in the future on the Website with your mouse, keystroke or other computer device, your agreement or consent will be legally binding and enforceable and may be considered the legal equivalent of your handwritten signature.

1. Grant of License.

This Agreement provides you with a personal, revocable, nonexclusive, non-transferable license to use the Site, conditioned on your continued compliance with the terms and conditions of this Agreement.

2. Nature of Service.

NutritionalWellness.com is the leading Web-based chiropractic oriented health information resource for the distribution of free healthcare provider and chiropractic-related information. You can also purchase health-related products and services from third party vendors ("Third Party Vendors") through links on the Site.

3. No Recommendations or Medical Advice.

NutritionalWellness is not a medical referral service, and does not recommend or endorse any particular Health Care Provider or medical service of any kind. NutritionalWellness does not offer advice regarding the quality or suitability of any particular Health Care Provider for chiropractic care, medical treatment or for any health condition, and no information on the Site should be construed as health or medical advice. MPA EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY ARISING FROM YOUR USE OF OR RELIANCE ON THE SITE OR THE INFORMATION CONTAINED THEREIN AS A REFERENCE SOURCE, AND FOR ANY ADVICE, TREATMENT, OR SERVICES RENDERED BY ANY HEALTH CARE PROVIDER FEATURED ON THE SITE.

4. Health Care Provider / Patient Relationship.

You acknowledge and agree that NutritionalWellness is only an intermediary that provides selected Health Care Provider information to patients and potential patients. You agree to assume all responsibility in connection with choosing any Health Care Provider, whether or not you obtained information about such Health Care Provider through the Site. MPA assumes no responsibility or liability for any claims that may result directly or indirectly from the Health Care Provider / patient relationship, including but not limited to malpractice claims.

5. Intellectual Property Rights.

All materials contained in the Site are protected by law, including but not limited to United States copyright, trade secret, and trademark law, as well as other state, national, and international laws and regulations. The contents of and all materials distributed in conjunction with the Site, including the graphical display of any Health Care Provider information, are copyright (c) 2000 by nutritionalwellness.com and/or its suppliers with all rights reserved. Nutritionalwellness.com also owns a copyright on the Site as a collective work and/or compilation, and in the selection, coordination, arrangement, and enhancement of such content. Republication or citation of any Health Care Provider information or any other content generated by the Site without NutritionalWellness's written consent is expressly prohibited. You agree not to copy, modify, adapt, reproduce, translate, distribute, transmit, reverse engineer, decompile, or dissemble any aspect of the Site, with the following exception: You may display, print, and store one electronic copy of content provided by NutritionalWellness for your personal use. You may not, without NutritionalWellness's written permission, "mirror" or "frame" any material contained on this Site. Nutritionalwellness.com™, Nutritional Wellness, Nutritional Wellness Calendar, TheWellnessMall and all other names, logos, and icons identifying MPA's products and services are proprietary marks of MPA, Inc., and any use of such marks without the express written permission of MPA is strictly prohibited (including without limitation use of such marks in connection with republication or citation of the rankings contained in the Site). Unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, trade secret laws, the laws of privacy and publicity, and communications regulations and statutes. Please be aware that MPA actively and aggressively enforces its intellectual property rights to the fullest extent of the law.

6. Proprietary Rights in Databases.

The databases containing health care provider information (the "Databases") constitute valuable proprietary compilations owned by NutritionalWellness, which are protected by state, federal, and international law, including, without limitation, copyright and trade secret laws, provided, however, that NutritionalWellness claims no rights in unaltered government data. In consideration for being granted limited access to this information, you agree that you will not, directly or indirectly, use any of the Databases for any other purpose other than evaluating health care providers for the provision of health care related services. Further, you agree that you will not, directly or indirectly, use it (i) to compile mailing lists or other lists of health care providers for commercial purposes; (ii) to establish independent data files or compendiums of statistical information; (iii) in violation of local, state, national, or international laws and regulations, or (iv) to generate or download more than ten (10) reports in any given day, without prior written authorization from NutritionalWellness. Other terms of use may be available, but only with the express written permission of NutritionalWellness; please e-mail us at readerservices@mpamedia.com to receive additional information about the possibility of alternative custom arrangements.

7. Links to Other Sites.

NutritionalWellness may provide links, in its sole discretion, to other sites on the World Wide Web for the convenience of users in locating health, and health care-related products, information and services. These sites have not been reviewed by NutritionalWellness and are maintained by third parties over which NutritionalWellness exercises no control, and accordingly NutritionalWellness expressly disclaims any responsibility for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third party Web sites. Moreover, these links do not imply, directly or indirectly, endorsement by or affiliation with any third party or any web site, products, or services provided by any third party.

8. Advertisers on this Site.

NutritionalWellness, in its sole discretion, may post the advertisements of third parties on this Site. Your correspondence or dealings with advertisers found on this Site are solely between you and such advertiser. You agree that NutritionalWellness shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such advertisers on this Site. Moreover, NutritionalWellness shall not be responsible or liable for the statements or conduct of any third party on this Site, including but not limited to advertisers.

9. Transactions with Third Parties.

This Site allows you to purchase products and services directly from third party vendors ("Third Party Vendors") through links on the Site. NutritionalWellness is not a party to any transaction between you and any Third Party Vendor. By using the Site, you acknowledge and agree that NutritionalWellness and its affiliates shall have no liability for any cost, damage or harm arising directly or indirectly from (i) any products or services ordered through the Site (including, without limitation, delivery (or failure to deliver), quality, performance, compatibility, and suitability for a particular purpose), and (ii) any action or inaction of any Third Party Vendor. NutritionalWellness makes no warranties or representations whatsoever regarding any product or service provided or offered by any Third Party Vendor and you acknowledge that any reliance on representations and warranties provided by any Third Party Vendor shall be at your own risk. NUTRITIONALWELLNESS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING GOODS OR SERVICES YOU OBTAIN FROM THIRD PARTY VENDORS AND YOU AGREE TO LOOK SOLELY TO SUCH THIRD PARTY VENDORS FOR ALL CLAIMS REGARDING SUCH GOODS AND SERVICES.

10. Payments to Third Parties.

Payment for products and services offered by Third Party Vendors on this Site can be made either via the Internet (either by transmitting credit card information via the Internet and/or electronic funds transfer), or by other methods. You agree that NutritionalWellness cannot guarantee that any form of payment via the Internet is secure or that a third party will not be able to access or intercept such payment information. If you have concerns about payment via the Internet, you should use an alternative means of payment. You acknowledge and agree that NutritionalWellness will have no liability for failure of any electronic payment system offered by Third Party Vendors accessible through the Site

11. Third Party Content.

Certain materials from Third Party Vendors and IIPs including but not limited to health care information, product reviews, news, data, research, analysis, and opinions, may be made available as part of the Site or through links from the Site. As a general matter, the Third Party Vendors and IIPs have represented to NutritionalWellness that they obtained such information from sources believed by them to be reliable. NutritionalWellness makes no representation with respect to, nor does it guarantee or endorse the accuracy, completeness, timeliness, reliability, or correct sequencing of, such Third Party Vendor or IIP content. Likewise, NutritionalWellness does not endorse, oppose, or edit any opinion or analysis expressed by a Third Party Vendor or an IIP. NutritionalWellness expressly disclaims responsibility and liability for Third Party Vendor and IIP provided materials.

12. Our Privacy Policy.

NutritionalWellness considers protecting a user's personal data to be important, and has developed a Privacy Policy outlining NutritionalWellness's personal data collection and use practices, which is incorporated by reference as if set forth in its entirety herein. Please refer to it for complete information.

13. Permission to Use of Your Submissions.

By transmitting or posting any suggestions, information, material, or other content (collectively, "content") to NutritionalWellness, you automatically grant NutritionalWellness the royalty-free, perpetual, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display such 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 for the full term of any rights that may exist in such content. Further, NutritionalWellness is free to use any ideas, concepts, know-how, techniques, and suggestions (collectively, "information") contained in any communications you send to this Site for any purpose whatsoever, including but not limited to creating, manufacturing, and marketing products and/or services using such information.

14. Confidentiality on Internet.

Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. While NutritionalWellness has endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to NutritionalWellness over the Internet cannot be guaranteed. Consequently, NutritionalWellness and its affiliates are not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. You must make your own determination as to these matters. To ensure private and personalized attention, you can write to NutritionalWellness at: NutritionalWellness, PO Box 4109, Huntington Beach, California 92605.

15. Security of Site.

Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution. For your protection, NutritionalWellness reserves the right to view, monitor, and record activity on the Site without notice or permission from you. Any information obtained by monitoring, reviewing, or recording may be subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Site. NutritionalWellness will also comply with all court orders involving requests for such information.

16. Events Beyond NutritionalWellness's Control.

NutritionalWellness and its affiliates will not be liable for any loss resulting from a cause over which they do not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions.

17. Changes in Service.

While NutritionalWellness endeavors to provide the most accurate, up to date information available, the Databases and materials on the Site may contain technical inaccuracies or typographical errors, and may be changed or updated without notice; NutritionalWellness will not be liable or responsible for any such inaccuracies, errors, changes, or updates. NutritionalWellness also reserves the right to change and/or discontinue its currently provided services at any time, for any reason.

18. LIMITATION OF LIABILITY AND WARRANTY.

USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. NEITHER NUTRITIONALWELLNESS NOR ITS AFFILIATES IS RESPONSIBLE FOR THE CONSEQUENCES OF OR RELIANCE ON ANY INFORMATION CONTAINED IN OR SUBMITTED TO THE SITE, OR PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE, AND THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
NUTRITIONALWELLNESS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING SEPARATE AGREEMENTS YOU MAY MAKE WITH THIRD PARTY HEALTH CARE PROVIDERS AND THIRD PARTY VENDORS, AND YOU AGREE TO LOOK SOLELY TO SUCH THIRD PARTY HEALTH CARE PROVIDERS AND THIRD PARTY VENDORS FOR ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS AND/OR THE MEDICAL CARE PROVIDED BY SUCH PARTIES.

THE NUTRITIONALWELLNESS SITE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR CONTENT OF INFORMATION, PRODUCTS, SERVICES OR RESULTS; AND (2) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NUTRITIONALWELLNESS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT USING THE DATABASES OR THE SITE WILL ASSIST YOU IN ANY WAY, WHETHER TO LOCATE A SUITABLE HEALTH CARE PROVIDER OR FOR ANY OTHER PURPOSE. NUTRITIONALWELLNESS DOES NOT WARRANT OR REPRESENT THAT (A) THE SITE CONTAINS ALL RELEVANT DATA, OR (B) THE INFORMATION ON THE SITE OR IN THE DATABASES IS ACCURATE AND COMPLETE.

NEITHER NUTRITIONALWELLNESS NOR ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, EMPLOYEES, PROPRIETORS, PARTNERS, REPRESENTATIVES, SHAREHOLDERS, SERVANTS, ATTORNEYS, PREDECESSORS, SUCCESSORS AND ASSIGNS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY, OR LOSS OF USE OF THE SERVICES PROVIDED AT THE SITE) ARISING OUT OF USE OF THE SITE, THE INFORMATION CONTAINED ON THE SITE, ARRANGEMENTS MADE BASED ON INFORMATION OBTAINED AT THE SITE, OR PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE, EVEN IF NUTRITIONALWELLNESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF NUTRITIONALWELLNESS (AND THE PARTIES REFERENCED ABOVE IN THIS PARAGRAPH) ASSOCIATED WITH ANY CLAIM ARISING DIRECTLY OR INDIRECTLY FROM THE SITE FOR ANY REASON WHATSOEVER SHALL BE LIMITED TO THE COST OF ACCESSING THE SITE, IF ANY.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 18 WILL APPLY TO YOUR USE OF THE SITE, ALL CONTENT AND INFORMATION CONTAINED IN THE SITE, ALL ARRANGEMENTS MADE BASED ON INFORMATION OBTAINED AT THE SITE, AND ALL PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE.

19. Indemnity.

You agree to defend, indemnify, and hold harmless MPA, Inc. and its affiliates and all of their respective employees, agents, directors, officers, employees, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from your use of the Site, any arrangements you make based on information obtained at the Site, any products or services obtained through the Site, and any breach by you of this Agreement.

20. Term and Termination.

This Agreement will take effect at the time you enter and begin using the Site. NutritionalWellness reserves the right at any time to deny you access to the Site or any portion thereof, and to terminate this Agreement.

21. Governing Law.

This Agreement has been made in and will be construed and enforced in accordance with California law, as applied to agreements entered into and completely performed in California. Any action to enforce this Agreement will be brought in the federal or state courts presiding in Orange Country, California U.S.A., and both parties expressly agree to be subject to the jurisdiction of such courts. This Site is controlled and operated by NutritionalWellness from its offices within the United States. NutritionalWellness makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own volition and are responsible for compliance with applicable local laws.

22. Miscellaneous.

The provisions of Sections 3-6 and 13-22 of this Agreement will survive the termination of this Agreement. Failure to insist on strict performance of any term of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver of any term of this Agreement will be valid unless in writing and acknowledged in writing or electronically by both parties. If any portion of this Agreement is adjudged invalid or unenforceable by a court of competent jurisdiction, the remaining portions will remain valid, enforceable, and carried into effect. No joint venture, partnership, employment, or agency relationship exists between you and NutritionalWellness as a result of this Agreement or your use of the Site. Any rights not expressly granted herein are reserved. This Agreement, NutritionalWellness's Privacy Policy and other policy agreements listed on specific sections of this Site constitute the entire agreement between you and NutritionalWellness with respect to your use of the Site, and shall supersede any and all prior understandings or agreements between the parties, whether written or oral.

You represent that you have read this Agreement, understand its terms, and agree and intend to be legally bound by it. You acknowledge that, in providing you access to and use of the Site, NutritionalWellness has relied on your agreement to be bound by the terms of this Agreement.