User Agreement, Terms, & Conditions

Effective date: March 2024

THIS END USER SUBSCRIPTION AGREEMENT (the “Agreement”) governs your access to and use of the NTD: nutritional and dietary coaching information and training materials as such are made accessible to You at https://www.medfreemaintenance.com/ and/or through the “CBM AKA Go High Level App” (such information, materials, the App and all related software, individually and collectively, the “Content”) and/or through SKOOL. The Content is owned and made available to You by MED FREE MAINTENANCE, LLC, (the “Company,” “Us,” “We,” or “Our”) as a result of Our agreement(s) with you or your sponsoring service provider (such agreement the “Upstream Contract”) and your purchase of an End User Subscription from your sponsoring service provider.

By clicking “I accept” or "Complete" in the window through which this Agreement is presented, or by accessing or using any Content and/or on MedFreeMaintenance thru the CBM AKA Go High Level App (“App”) and/or thru SKOOL ("App"), You agree to be bound by all of the terms and conditions of this Agreement. For convenience, the parties to this Agreement (i.e., You and the Company) may be referred to within individually as a “Party,” and, collectively as the “Parties.”

If You do not agree to be bound to the terms and conditions set forth in this Agreement, do not click “I Accept” or "Complete" in the window through which this Agreement is presented and do not access or use any Content on MedFreeMaintenance thru the App. In the event that You chose to not agree to this Agreement, You may be entitled to a receive a refund from your sponsoring service provider or directly by MedFreeMaintenace, depending on how you purchased, of any amounts you paid to purchase a subscription to access and use Our Content and You should contact them with respect to same.

The current version of this Agreement is posted at https://www.medfreemaintenance.com/useragreement-terms-conditions. This Agreement may be revised or amended by the Company at any time and without notice to You. All such revisions and amendments shall be immediately binding on You. You agree that it is Your obligation and responsibility to periodically review https://www.medfreemaintenance.com/useragreement-terms-conditions to see if the terms and conditions of this Agreement have been updated, revised, or amended. Any access or use of Content after such update, revision or amendment means that You have consented to the terms of this Agreement as updated, revised and/or amended.

YOUR SUBSCRIPTION TO ACCESS AND USE THE CONTENT

You agree and acknowledge that You are being provided with the right to access and use the Content as provided herein because You have been identified to Us as an “End User” by by purchasing directly from us or from your sponsoring service provider. You agree and acknowledge that such provider has coordinated your status as an End User at Your direction, that you have directed it to inform Us of your name and email address, and that neither your name nor your email address constitutes Protected Health Information as such term is defined by any federal, state or local laws.

Pursuant to the applicable Upstream Contract We have with your service provider and subject to the terms and conditions of this Agreement, for a period of one year (the “Term”) commencing on the date on which we first make the Content available for You to access, You may, on a non-exclusive, personal, non-transferable, non-sublicensable, revocable, and limited basis, remotely access and use the Content either via a web-based portal identified by Us or via the App.

The Company reserves the right to suspend or terminate this Agreement and/or Your ability to access and use the Content without liability to You, without notice to You, and for any reason, including, without limitation, if You violate any of the terms of this Agreement, if your sponsoring service provider directs us to do so, or if your sponsoring service provider violates the terms of its Upstream Contract with us.

All of Your rights with regard to any amount You paid to your service provider to obtain the Subscription described herein, and all billing, payment, cancellation and refunds related to your purchase of this End User Subscription, are matters directly and only between you and such service provider. We have no responsibility of any kind with respect thereto, including to provide you with any refund of any amounts you may have paid to your service provider. You agree and acknowledge that We are not involved in any way in any aspect of any medical diagnosis, care, services or treatment you receive from your service provider and we are not responsible for any of its actions or inactions with respect to same. Your rights with respect to the Company are exclusively provided by this Agreement.

In making Content available to You, We utilize the services of third party providers (who, together with their respective third party providers, “3P Providers”), including without limitation, CBM AKA Go High Level (“CBM”) and/or SKOOL. These 3P Providers provide cloud based servers on which our Content is stored, provide services that enable You to locate, access and use Content, provide services that allow You to track your User Data, and provide other services (the “3P Services”). You agree and acknowledge that 3P Providers, including but not limited to CBM, are not subcontractors to Company and We shall have no responsibility or liability of any kind with regard to the provision of 3P Services or for any actions or inactions of any 3P Provider. In order to access and use Content, You will likely be required to agree to those terms, conditions and/or policies of CBM and/or other 3P Providers and You may not be able to access or use Content unless you do so, including those set forth on each 3P Provider’s website. Applicable terms and conditions of such 3P Providers may change from time to time and We have no obligation to notify of any such changes. By agreeing to this Agreement, you agree that at all times You are using or accessing Content, You will inform Yourself of, agree to be bound by, and will comply with all such 3P Provider agreements, terms, acceptable use policies, privacy policies, and other guidelines and related legal controls.

The availability of the 3P Services and Your ability to access and use Content shall not be subject to any uptime or availability commitment or standard from Us. We make no warranty or representation regarding the expected uptime or availability of the Content and We shall have no liability with respect to any unavailability of the 3P Services or Your inability to access and use Content for any reason. In the event that the availability of the 3P Services and/or Your ability to access and use Content falls below reasonably acceptable levels, and as Your only remedy therefor, please contact Us at [email protected] and we will determine if it is possible to establish another means by which you may access and use Content.

Without restriction or limitation, We reserve the right, in Our sole and absolute discretion, to make changes to the Content and to 3P Providers.

YOUR ACCESS AND USE OF THE CONTENT

You agree that You will use the Content in compliance with this Agreement, Our standard policies effect from time to time and as may be published at https://www.medfreemaintenance.com/useragreement-terms-conditions and https://www.medfreemaintenance.com/privacypolicy, and all applicable federal, state, and local laws and regulations.

In accessing and/or using the Content, You agree that You are subject to the following “Restrictions on Use” and that You will not:

-Sell, license, sub-license, distribute, rent, lease, digitally transmit, transfer, or assign the ability to access and use all or any part of the Content.

-Copy, reproduce or publicly display all or any part of the Content.

-Reverse engineer, decompile, or disassemble the Content, or otherwise attempt to obtain any of the source code, object code, executable code, or media files related to the Content.

-Remove or obscure any product identification, proprietary, copyright, or other notices contained in or on the Content (including any reports or data which may be accessed, downloaded, or printed from the Content).

-Modify, translate, or create derivative works based upon any or all of the Content.

-Access or use Content other than for your personal education or if you are not legally recognized as an adult by the applicable laws in the jurisdiction in which you reside.

-Incorporate the Content into any other product or service or create Internet “links” to or from the Content or “frame” or “mirror” any part of the Content.

-Interfere with or disrupt the integrity or performance of the 3P Services or the ability of You or others to access and use Content, the data contained therein or any equipment used by You or others to connect to the Content.

-Attempt to gain unauthorized access to the 3P Services and/or Content or access any of the Content through automated or non-human means.

-Upload or process any information that is Protected Health Information or other information that may be protected by any laws of the United States or any local or state laws, including any information that is subject to the Health Insurance Portability and Accountability Act (HIPAA).

-Access or use any Content if you are under the age of 18, from a location outside of the United States of America or Canada, or if you are not a resident of either the United States of America or Canada.

This is a non-exhaustive list of things You may not do in connection with the Content. If We have not within this Agreement expressly provided that You may do something involving the Content, We do not authorize You to do it. We may decide that any conduct you engage in violates this Agreement, including these Restrictions on Use, and should We do so, We reserve the right to cause the immediate revocation or suspension of Your ability to access and use Content.

In accessing and using the Content, You are responsible for all equipment necessary to connect to the internet, access and use the Content, and to provide “virus” and other malware protection sufficient to protect such equipment from any viruses, malware or other harmful material encountered when accessing and using the Content.

LIMITATIONS OF THE CONTENT. Company is not a licensed medical service provider and any information available or provided through the use of Content is not and should not be interpreted as medical or mental health advice, diagnosis or treatment. Your access or use of Content does not form and shall not be construed to form a physician-patient relationship. You understand and acknowledge that You should consult with your medical and mental health care providers, including your services provider, regarding all medical, mental, health and wellness matters affecting you and your implementation or utilization of any information, coaching, behavioral techniques, or practices provided by the Content.

IF AT ANY TIME YOU HAVE REASON TO BELIEVE THAT YOU ARE HAVING A MEDICAL EMERGENCY, YOU SHOULD IMMEDIATELY CALL 911 AND SEEK IMMEDIATE MEDICAL ATTENTION.

“LIVE” COACHING SUPPPORT GROUPS. During the Term, on a complimentary basis, We may assist You in participating in one or more online community or group sessions, such as a “Communities” group that is comprised of other individuals who may be accessing and using Content. To the extent that any such session is scheduled or organized by Us, We may cancel and/or reschedule such sessions for any reason and without notice to You. Your participation may be subject to additional policies or guidelines proscribed by Us and/or by 3P Providers involved in the provision of such sessions (e.g., CBM and/or SKOOL). These group sessions are provided without any representations or warranties of any kind by Us and We assume no obligations with respect thereto. All such sessions are public in nature and you shall have no expectation of privacy with respect to any matters discussed or information revealed during such sessions. We are not responsible for the behavior or actions of any of the other participants. You are responsible for your behavior in any such session and you shall fully indemnify, defend and hold Us harmless from and against any losses, damages, costs, expenses or other losses that we incur or suffer as a result of or arising from Your behavior in any such session. If one of Our moderators or coaches is present during such a session, such person is not a licensed medical physician or mental health provider and is not providing medical or mental health advice, diagnosis or treatment. Your participation in such a session does not create a physician-patient relationship with Us or with any moderator or coach participating on behalf of the Company. Any coaching, advice or other information or statements made by a moderator or coach during such a session does not create any warranty or other basis for liability against Us. You knowingly and voluntarily assume the risk of other session participants behaving during a session in a manner that injures you or causes you physical, mental or emotional harm. We are not evaluating the emotional, mental or psychological makeup of any of the participants in any such sessions and any contact or communication you have with such persons outside of a session is at your own risk.

YOUR INFORMATION AND PRIVACY.

You accept and have sole responsibility for the accuracy, quality, integrity, reliability, and appropriateness of all data and information that You supply, or Your sponsoring service provides us, in gaining access to and using the Content (“Information”). You represent to Us that all Information You submit or that is submitted on your behalf is: (1) accurate and complete; (2) owned by You; (3) submitted without violation of any third-party’s rights; and (4) not protected health information under any federal or state law or regulation.

You acknowledge that We and our 3P Providers will collect data relating to your access and use of Content. All data and Information (collectively, “User Data”) will be hosted and stored on servers maintained and controlled by one or more 3P Providers. Subject to our Privacy Policy, You grant both Us and our 3P Providers the right to possess and indefinitely retain Your User Data, and to use Your User Data to deliver, improve and enhance the Content, to track, analyze, and evaluate Your progress through or in relation to the Content, and for other product development purposes including the development of other Content, products and services. Further, subject to our Privacy Policy, You grant both Us and our 3P Providers the right to de-identify Your User Data, and upon such de-identification use such de-identified data without limitation, including by aggregating, integrating, enhancing, combining and/or modifying such data with other anonymized data of other users of the Content (“Enhanced Data”). All Enhanced Data shall be owned exclusively by Company and may be used and disclosed to third parties by Us without limitation.

PROPRIETARY RIGHTS

This Agreement is not an agreement for sale or the licensing of any underlying software, media or content. You are not being granted any right, title, or interest in the Content or a right to possess an executable version of the software which is used to make the Content accessible to You and others, or to any information or materials included within the Content.

You acknowledge and agree that the Company shall have and retain exclusive and full ownership of all right, title, and interest in and to the Content, including without limitation, the App and all related Software, all associated media and media files, any modifications, improvements, enhancements, and derivative works thereto, all media and content included in the Content, and any and all intellectual property rights therein, including, without limitation, any and all copyrights, moral rights, rights in inventions, rights in mask works, rights in and to software code of any kind (including all software routines, machine readable or executable code, source code, database structure, database content, and all Company APIs), rights in proprietary algorithms, processes and workflows executed by or otherwise related to the Content, and any other form of an intellectual property interest recognized anywhere in the world. Any rights not expressly granted to You herein are reserved by Company.

You agree that the Company may use Your feedback, comments, suggestions, or ideas relating to the Content (“Feedback”) in any way, including in future modifications of the Content, other products or services, advertising, or marketing materials. You grant the Company a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free, and unlimited license to use all Feedback that You provide or disclose to the Company.

Any and all information relating to the Content shall be considered confidential information of the Company for all purposes hereunder (“Confidential Information”). You agree that You will not use Confidential Information other than in connection with Your use of the Content and You will not disclose Confidential Information to any third party. You agree that if You were to disclose or use Confidential Information in a manner not authorized by this Agreement, it would likely cause significant irreparable harm to the Company.

DISCLAIMERS

TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL CONTENT IS PROVIDED “AS IS” AND “WITH ALL FAULTS” AND YOUR ABILITY TO ACCESS THE CONTENT IS PROVIDED ON AN “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOUR USE OF THE CONTENT AND ALL INFORMATION, COACHING, BEHAVIORAL TECHNIQUES, AND PRACTICES DISCUSSED OR PROVIDED BY OR THROUGH YOUR USE OF THE CONTENT IS AT YOUR OWN RISK.

YOU ACKNOWLEDGE THAT COMPANY HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES TO YOU REGARDING THE CONTENT. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE CONTENT IS ACCURATE, SECURE, RELIABLE OR CORRECT; THAT THE CONTENT AND/OR 3P SERVICES WILL NOT CONTAIN VIRUSES, MALWARE OR OTHER HARMFUL MATERIAL; THAT ANY OF THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT YOU WILL ACHIEVE ANY PARTICULAR OUTCOME IF YOU APPLY OR RELY ON ALL OR ANY OF THE INFORMATION AVAILABLE VIA THE CONTENT; OR, THAT ANY DEFECTS OR ERRORS THAT MAY BE PRESENT IN THE CONTENT WILL BE CORRECTED. INDIVIDUAL RESULTS VARY AND RESULTS THAT MAY BE OBTAINED FROM THE USE OF ANY CONTENT MAY NOT BE PERMANENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH REGARD TO THE CONTENT AND YOUR USE TEHREOF, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT, OUR PERFORMANCE OR BREACH THEREOF, OR YOUR USE OF ANY CONTENT. THE FOREGOING LIMITATION ON DAMAGES WILL APPLY TO ALL CLAIMS, REGARDLESS OF THE NATURE OR CHARACTER OF SUCH CLAIMS, INCLUDING, WITHOUT LIMITATION, TO CLAIMS ARISING OUT OF ANY ALLEGATION, ACTION, SUIT, OR PROCEEDING BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF A STATUTE OR OTHER LAW, OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE COMPANY HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES.

WE DISCLAIM ALL LIABILITY IN CONNECTION WITH YOUR USE OF THE CONTENT. FURTHER, IN NO EVENT WILL COMPANY’S CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100.00). NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION FIRST AROSE.

WE SHALL HAVE NO LIABILITY FOR THE CONDUCT OF ANY THIRD PARTY, INCLUDING YOUR SERVICE PROVIDER, THE BEHAVIOR OR ACTIONS OF ANY OTHER USERS OF THE CONTENT, THE BEHAVIOR OR ACTIONS OF OTHER PARTICIPANTS IN ANY GROUP COACHING SUPPORT SESSIONS OR ANY 3P PROVIDER.

Some states do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to You. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law. If any portion of this section is found to be invalid or otherwise unenforceable, Our liability shall be limited to the fullest extent permitted by applicable law.

INDEMNIFICATION

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY AND ITS OWNERS, DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (“COMPANY INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL DAMAGES, EXPENSES, LIABILITIES, COSTS, OR OTHER LOSSES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS INCURRED BY ANY SUCH COMPANY INDEMNIFIED PARTY THAT ARISE FROM OR OCCUR AS A RESULT OF, IN WHOLE OR IN PART, (I) YOUR ACCESS TO AND/OR USE OF THE CONTENT; (II) YOUR VIOLATION OF ANY TERM OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE RESTRICTIONS ON USE; (III) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY RIGHT OF PRIVACY, PUBLICITY, OR INTELLECTUAL PROPERTY RIGHTS; OR, (IV) YOUR NEGLIGENT OR OTHER TORTIOUS CONDUCT OR YOUR VIOLATION OF ANY APPLICABLE LAW, RULE, OR REGULATION.

GENERAL

Relationship of the Parties. The relationship of the Parties established by this Agreement is that of independent contractor, and nothing contained in this Agreement shall be construed or implied as creating any partnership, agency or joint venture.

Governing Law and Enforcement of Agreement. All matters arising out of or in connection with this Agreement, including the construction and interpretation thereof, shall be governed by the laws of the State of Ohio without regard to conflicts of laws principles. Each Party agrees that claims and disputes arising out of this Agreement must be decided exclusively in a federal or state court of competent jurisdiction located in Cleveland, Ohio. Each Party submits to the personal jurisdiction of such courts for the purpose of litigating any claims or disputes. EACH PARTY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ALL RIGHTS TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND TO ANY SOW GOVERNED BY THIS AGREEMENT.

Entire Agreement. This Agreement constitutes the entire, final, complete, and exclusive agreement between You and Us and supersedes all previous agreements, intentions, or representations, oral or written, relating to the subject matter of this Agreement.

No Third-Party Beneficiaries. This Agreement does not confer any rights on any person or party other than You and Us, including, without limitation, Your employer.

Severability. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void, or otherwise ineffective or invalid by a court of competent jurisdiction:

Such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law.

The remaining terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect.

No Waiver. A failure by Us to enforce at any time any of the provisions of this Agreement shall not be deemed to be a waiver of Our right thereafter to enforce any such provisions.

Headings and Captions. Headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.

Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and each of their respective successors and permitted assigns.

Assignment. This Agreement may not be assigned by You without the prior written consent of Company.

No Strict Construction. Both Parties have had an opportunity to consult with their respective legal counsel and accordingly the language used in this Agreement shall be deemed to be the language chosen by both Parties to express their mutual intent and no rule of strict construction against either Party shall apply to any term or condition of this Agreement.

Notices. Except as otherwise provided in this Agreement, all notices, demands or other communications to be given, or delivered under or by reason of the provisions of this Agreement must be in writing and will be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable express courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.

Gender, Pronouns. Whenever the context of this Agreement requires, words used in the singular will be construed to mean and include the plural and vice versa, and pronouns of any gender will be deemed to include and designate the masculine, feminine, neutral, or plural gender.

Amendment. This Agreement may only be modified or amended through a writing executed by both Parties.