Terms & Conditions - Society of Metabolic Health Practitioners

Society on Metabolic Health Practitioners Inc. (“SMHP”)

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE.

1. INTRODUCTION

1.1 By subscribing for the SMHP services and by using this SMHP website (“SMHP Site” or the “Site,“), you will be deemed to have read, understood, and agreed to be bound by these Terms and Conditions. If you do not agree to all these Terms and Conditions, please do not use this site.

1.2 The SMHP may revise and update these Terms and Conditions at any time, without prior notification to you. Your continued usage of the site will mean you accept those changes.

2. PERSONAL INFORMATION

2.1 You expressly give and, to the extent applicable, are and will be deemed to have provided express permission for the collection, collation, processing, receipt, storage, recording, updating, modifying, retrieval, dissemination and distribution of your personal information for the purposes set out herein, which the SMHP is entitled, but not obliged to do.

2.2 Subject to all and/or any laws to the contrary, you must and will provide the SMHP with the personal and contact details and information as required by it in order to administer and/or deliver the selected service, as the case may be; and/or inform the SMHP, in writing, within 7 (seven) days of any change to any of the information provided by you in relation to the selected SMHP service.

3. DISCLAIMER: THE SITE DOES NOT PROVIDE MEDICAL ADVICE TERMS AND CONDITIONS: Society on Metabolic Health Practitioners Inc. (“SMHP”)

3.1 The contents of the SMHP site, such as text, graphics, images, videos, audio, information obtained from the SMHP, the SMHP’s licensors and suppliers, and other material contained on the SMHP Site (“Content“) are for informational purposes only. The Content is not intended to be a substitute for academic medical education and/or mandatory professional training. You are urged to keep your ethical obligations in mind at all time.

3.2 You shall be expressly notified if, and the extent to which, any Content constitutes material approved for the purposes of continuing professional development.

3.3 The Content is not clinical medical advice, but rather healthcare information of an educational nature to empower you to make an informed decision and choice. The Content does not replace and is not intended to replace in person medical care, advice, instruction, or treatment.

3.4 Reliance on any information provided by the SMHP, SMHP employees, others appearing on the Site at the invitation of the SMHP, or other visitors to the Site is solely at your own risk. You assume full responsibility for all risks associated therewith. All information or services provided through the SMHP services are provided without any warranty of any kind, express or implied.

4. USE OF MATERIALS TERMS AND CONDITIONS: Society on Metabolic Health Practitioners Inc. (“SMHP”)

4.1 The Content is protected by the copyright laws in the USA and the Berne Convention. The SMHP authorises you to view or download the Content, as applicable, solely for your personal, non-commercial use, provided that you include the copyright notice located at the end of the Content, for example: “©2020, Society of Metabolic Health Practitioners Inc. All rights reserved” and other copyright and proprietary rights notices that are contained in the Content. Any special rules for the use of certain software and other items accessible on the SNHP Site may be included elsewhere within the Site and are incorporated into these Terms and Conditions by reference. Any unauthorised use is prohibited.

4.2 Title to the Content remains with the SMHP and/or its licensors, as the case may be. Any use of the Content not expressly permitted herein is a breach hereof, and may constitute a breach of copyright, trademark, and other laws. Certain Content on this site is licensed under the applicable legislation. All rights not expressly granted herein are reserved to the SMHP and/or its licensors.

4.3 All Intellectual property rights in the Content are, and remain, the intellectual property of the SMHP, its licensors and/or suppliers, whether adapted, written for or customised for you or not.

4.4 The use of the Content is restricted to you, who has been supplied with the log in details as part of an authorised course.

4.5 You may not copy, share, modify, transmit, distribute, or in any way, exploit the Content provided by the SMHP other than for your own individual training. Use for any other purpose is expressly prohibited and the SMHP reserves the right to enforce its rights in accordance with the law.

4.6 You may not permit anyone else to copy, use, modify, transmit, distribute, or in anyway, exploit the Content and materials provided on the SMHP Site.

4.7 In consideration of the fees paid by you, the SMHP grants to you a limited, non- transferable, non-exclusive license to use the for the sole purpose of educating yourself so as to better serve your patients and/or clients.

4.8 If you violate any of these Terms and Conditions, your permission to use the Content automatically terminates and you must immediately destroy any copies you have made of any portion of the Content.

5. ACCESS TO THE CONTENT TERMS AND CONDITIONS: Society on Metabolic Health Practitioners Inc. (“SMHP”)

5.1 The SMHP strives to provide the Content to you on a continuous basis. To that end, the SMHP will take all commercially reasonable efforts to provide uninterrupted access of the Content to you. However, from time to time, you may be unable to access the Content due to conditions beyond the SMHP’s control. Such conditions include, but are not limited to: force majeure, “acts of god”, power outages, and the acts of computer hackers and others acting outside the law. From time to time, access may be also unavailable due to software issues, server downtime, increased internet traffic or downtime, programming errors, regular maintenance of the system, and other related reasons. In response to any unavailability of the Content to you, The SMHP will take all commercially reasonable steps to ensure access is restored within a reasonable period of time. The term “commercially reasonable,” as used in these Terms, shall mean reasonable efforts taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel or money.

5.2 The SMHP endeavours to provide the highest quality Content. To that end, the SMHP reserves the right, in its sole discretion and without prior notification, to change, modify, or discontinue any aspect or feature of the SMHP Site in whole or in part, including, without limitation, the Content, availability, access and/or the Terms of the SMHP Site. Such changes, modifications, additions or

5.3 Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment, and internet service necessary for use of the SMHP Site.

6. USER SUBMISSIONS TERMS AND CONDITIONS: Society on Metabolic Health Practitioners Inc. (“SMHP”)

6.1 The personal information you submit to the SMHP is governed by the SMHP Privacy Policy. To the extent there is an inconsistency between this Agreement and the SMHP Privacy Policy, this Agreement shall prevail.

6.2 The Site contains functionality (including blogs, message boards, profile submissions and updates, postings, user reviews, etc.) that allows Users to upload content to the Site (collectively “Public Areas”) and Users may also upload content via our official brand presence on social media platforms and branded hashtags (including, without limitation Facebook, Twitter, Google Plus, YouTube, Instagram, and Pinterest, collectively “Social Media Platforms“). You agree that you will not upload or transmit any communications or content of any type to the Public Areas or Social Media Platforms that infringes or violates any rights of any party. By submitting communications or content to the Public Areas or Social Media Platforms, you agree that such submission is non-confidential for all purposes. It is important to note that the SMHP is not responsible for the operation, terms of use or policies of any Social Media Platform. Before using any Social Media Platform, you should review its terms of use and policies, including its privacy policy.

6.3 If you make any such submission you agree that you will not send or transmit to the SMHP by email, (including through the email addresses listed on the Contact Us page) any communication or content that infringes or violates any rights of any party. If you submit any business information, idea, concept or invention to the SMHP by email, you agree such submission is non-confidential for all purposes.

6.4 If you make any submission to a Public Area or a Social Media Platform or if you submit any information, idea, concept or invention to the SMHP by email, you automatically grant-or warrant that the owner of such content or intellectual property has expressly granted-NN a royalty-free, perpetual, irrevocable, world-wide, non-exclusive license to use, reproduce, create derivative works deletions will be effective immediately upon notice thereof, which notice may be made by posting such changes on the SMHP Site.

6.5 The SMHP may sub-license its rights through multiple tiers of sublicenses. If you wish to keep any information, ideas, concepts, or inventions private or proprietary, do not submit them to the Public Areas or Social Media Platforms or to the SMHP by email. The SMHP tries to answer every email in a timely manner, but are not always able to do so.

6.6 If you use a Public Area, such as message boards, blogs, Ask Our Expert, User Reviews or other member communities, or post on any Social Media Platform, you are solely responsible for your own communications, the consequences of posting those communications, and your reliance on any communications found in the Public Areas or on the Social Media Platforms. The SMHP and its licensors are not responsible for the consequences of any communications in the Public Areas or on Social Media Platforms. In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately. If you think you may have a medical emergency, call your doctor or 911 (or local emergency number) immediately.

6.7 In consideration of being allowed to use the Public Areas and Social Media Platforms, you agree that the following actions shall constitute a material breach of these Terms and Conditions: 6.7.1 using a Public Area or Social Media Platform for any purpose in violation of local, municipal, national, or international laws;

6.7.2 posting material that infringes on the intellectual property rights of others or on the privacy or publicity rights of others;

6.7.3 posting material that is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity as determined by the SMHP in its sole discretion;

6.7.4 posting advertisements or solicitations of business;

6.7.5 after receiving a warning, continuing to disrupt the normal flow of dialogue, or posting comments that are not related to the topic being discussed (unless it is clear the discussion is free-form); from, modify, publish, edit, translate, distribute, perform, and/or display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. TERMS AND CONDITIONS: Society on Metabolic Health Practitioners Inc. (“SMHP”)

6.7.6 posting chain letters or pyramid schemes;

6.7.7 impersonating another person;

6.7.8 distributing viruses or other harmful computer code;

6.7.9 harvesting, scraping or otherwise collecting information about others, including email addresses, without their identification for posting or viewing comments;

6.7.10 allowing any other person or entity to use your identification for posting or viewing comments

6.7.11 posting the same note more than once or “spamming”; or

6.7.12 engaging in any other conduct that restricts or inhibits any other person from using or enjoying the Public Area, Social Media Platform, the Content or the Site, or which, in the judgment of the SMHP, exposes the SMHP or any of its users, customers or suppliers to any liability or detriment of any type.

6.8 The SMHP reserves the right, but is not obliged, to do any or all of the following: 6.8.1 investigate an allegation that a communication(s) do(es) not conform to the terms of this section and determine in its sole discretion to remove or request the removal of the communication(s);

6.8.2 remove communications which are abusive, illegal, or disruptive, or that otherwise fail to conform with these Terms and Conditions;

6.8.3 terminate a user’s access to any or all Public Areas and/or the SMHP Site upon any breach of these Terms and Conditions;

6.8.4 monitor, edit, record, or disclose any communication in the Public Areas or on a Social Media Platform; or

6.8.5 edit or delete any communication(s) posted on the SMHP Site, regardless of whether such communication(s) violate these standards.

6.9 The SMHP or its licensors have no liability or responsibility to users of the SMHP Site or any other person or entity for performance or non-performance of the aforementioned activities.

7. ADVERTISEMENTS, SEARCHES AND LINKS TO OTHER SITES

7.1 The SMHP may provide links to third-party websites. The SMHP may also select certain sites as priority responses to search terms you enter and the SMHP may agree to allow advertisers to respond to certain search terms with advertisements or sponsored content.

7.2 The SMHP does not recommend and does not endorse the content on any third- party websites. The SMHP does not endorse any product, service, or treatment advertised on the SMHP Site.

7.3 The SMHP is not responsible for the content of linked third-party sites, sites framed within the SMHP Site, third-party sites provided as search results, or third-party advertisements, and does not make any representations regarding their content or accuracy.

7.4 Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites.

8. SMHP’S FAILURE TO PERFORM

The SMHP will not be liable for failure to perform if the failure is attributable (wholly or partially), to an action or omission on your part, or to some unforeseen event or circumstance beyond its reasonable control which prevents it from performing, timeously or otherwise. This will not be limited to technical problems or downtime related to a fixed line or mobile tele-communications provider which, in each case, is beyond the SMHP’s reasonable control, having exercised reasonable care and diligence to prevent and/or mitigate against the occurrence and/or consequences of that event or circumstance.

9. MEDICAL PRACTITIONERS TERMS AND CONDITIONS: Society on Metabolic Health Practitioners Inc. (“SMHP”)

9.1 The purpose of the Content is to supplement and complement your formal education and professional vocational training.

9.2 Notwithstanding the scientific probity of the Content, the SMHP site and the programs, none of the Content entitles any medical and/or health practitioner, or any other licenced, registered and/or certified practitioner, to avoid or ignore the applicable ethical, professional and/or contractual duties to which you are bound to observe.

10. LAY PERSONS

10.1 None of the Content entitles any lay person to undertake the professional services of, hold themselves out as and/or impersonate a medical and/or health practitioner, or any other licenced, registered and/or certified practitioner.

10.2 Persons who are not medical and/or health practitioners, or licenced, registered and/or certified practitioners are expressly warned to refrain for giving advice of a medical, diagnostic nature.

11. WARRANTIES AND LIABILITY OF NN AND ITS LICENSORS TERMS AND CONDITIONS: Society on Metabolic Health Practitioners Inc. (“SMHP”)

11.1 The use of the SMHP Site and the Content, and your reliance thereon, is at your own risk.

11.2 All references to the SMHP will include a reference to its shareholders, promoters, employees, representatives, directors, agents, consultants, advisers, subcontractors, licensors and any other persons acting for or on their behalf in the provision of any service and/or product contemplated or provided for herein (“Affiliates“).

11.3 When using the SMHP Site, information will be transmitted over a medium that may be beyond the control and jurisdiction of the SMHP. Accordingly, the SMHP assumes no liability for, or relating to, the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the SMHP Site.

11.4 The SMHP Site and the Content are provided on an “as is” basis. The SMHP and its Affiliates, to the fullest extent permitted by law, disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties’ rights, and fitness for particular purpose. Without limiting the foregoing, the SMHP and its Affiliates make no representations or warranties about the following:

11.5 the accuracy, reliability, usefulness, adequacy, suitability, completeness, correctness, or timeliness of the Content, software, text, graphics, links, or communications provided on, or through the use of, the SMHP Site or the SMHP; and/or

11.6 the satisfaction of any government regulations requiring disclosure of information on prescription drug products or the approval or compliance of any software tools with regard to the Content contained on the SMHP Site.

11.7 The SMHP and its Affiliates do not warrant that the Content will be error free, including but not limited to inaccuracies, nor free of virus, or other harmful matter. The entire cost of any necessary service, repair or correction is your responsibility.

11.8 In no event shall the SMHP or its Affiliates be liable for any damages (including, without limitation, special, punitive, indirect, incidental and consequential damages, personal injury including death, lost profits, loss of use or damages resulting from lost data or business interruption) resulting from the use of, misuse of, or inability to use, the SMHP Site, the Content or Public Areas (as defined below), whether based on warranty, contract, or any other legal theory, and whether or not the SMHP or its Affiliates are advised of the possibility of such damages.

11.9 Neither the SMHP nor any of its Affiliates is or will be liable for any loss or damages of any nature whatsoever suffered by you or any other person arising out of or in connection with: 11.9.1 any act or omission of the SMHP or its Affiliates, save for any act or omission which is willfully intended to cause loss or is grossly negligent;

11.9.2 a breach of this Agreement by you; and/or

11.9.3 any interruption, delay, suspension, defect or failure in the distribution or reception of the selected service beyond the SMHP’s reasonable control.

11.10 Any claims arising in connection with your use of the Site, any Content, or the Public Areas must be brought within 1 (one) year of the date the event giving rise to such action occurred. The SMHP’s liability is limited to the amount of fees you have paid to the SMHP as at the date of the event giving rise to the liability in question.

11.11 Remedies under these Terms and Conditions are exclusive and are limited to those expressly provided for in these Terms and Conditions.

12. INDEMNITY

You undertake to defend, indemnify, and hold the SMHP and its Affiliates harmless from and against any claims, actions or demands, liabilities, losses, expenses, damages, costs and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation/breach of these Terms and Conditions, your relationship with the SMHP, any negligent or wrongful action or omission by you related to your use of the services through the SMHP, including unethical, unprofessional, negligent or wrongful conduct by you or any other person acting on your behalf.

13. WAIVERS AND INDULGENCES

13.1 Any express waiver of any breach of this Agreement will not be deemed to be a waiver of any subsequent breach. Likewise, one or more waivers of any right, obligation or default will not be construed as a waiver of any subsequent right, obligation, or default.

13.2 Any time indulgence given, or liability which is released, compounded or compromised, either in whole or in part, by one party to the other party, is done so in isolation and without affecting or prejudicing its rights against that other party under the same or a like liability, whether joint and several or otherwise.

14. GENERAL TERMS AND CONDITIONS: Society on Metabolic Health Practitioners Inc. (“SMHP”)

14.1 The SMHP is based in Oro Valley, Arizona, USA. The SMHP makes no claims that the SMHP, or the SMHP Site and the Content are appropriate or may be downloaded outside of the USA. Access to the Content may not be legal by certain persons or in certain countries. If you access the SMHP Site from outside of the USA, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

14.2 To the extent the SMHP does not have a presence and/or offering in your country, and you are not within the USA, you are deemed to be within the USA borders and under the jurisdiction of the USA courts for any matter that may arise relating to the SMHP or its Affiliates.

14.3 If any provision of these Terms and Conditions is held to be invalid, illegal, contrary to public policy or unenforceable by a Court of competent jurisdiction or arbitrator, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby, and this Agreement will remain and be of full force and effect.

14.4 These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Arizona and the USA.