Terms of Use

Last Updated: October 16, 2023

IMPORTANT: PLEASE NOTE THAT THESE TERMS REQUIRE THAT DISPUTES BE RESOLVED ONLY BY FINAL AND BINDING INDIVIDUAL ARBITRATION (AND NOT BY COURT LITIGATION). THIS MEANS THAT YOU WAIVE ANY RIGHT TO A JURY TRIAL, AND WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN CLASS ACTIONS AGAINST US. IN ARBITRATION, THERE IS NO JURY, LESS DISCOVERY, AND LIMITED APPELLATE REVIEW AS COMPARED TO COURT LITIGATION. Please review the provision Arbitration Agreement and Class Action Waiver in the SECTION 19 of these Terms for complete details. PLEASE REVIEW CAREFULLY.

This website, mobile application, and/or electronic service (collectively, the “Services”) is owned and operated by Nestlé Health Science U.S., and/or its subsidiaries or affiliates (“Nestlé Health Science,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms”), govern your access and use of the Services or other websites, mobile applications, or electronic services on which these Terms are posted.

Other terms also apply to your use of the Services and they are incorporated herein by this reference. These include terms which will apply to sales promotions, rules for particular contests or sweepstakes, or other special features which may be made available through certain Services from time to time, and our Privacy Policy which applies to any personal data shared on or through the Services. Any such terms are in addition to these Terms, and in the event of a conflict, prevail over these Terms.

THESE TERMS ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS, SO PLEASE READ THEM CAREFULLY BEFORE USING ANY SERVICES.

1. ACCEPTANCE AND MODIFICATION OF THE TERMS

Nestlé Health Science offers the Services conditioned upon your acceptance of these Terms. By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and all of the terms incorporated herein by reference. If you do not wish to agree and be bound by these Terms, you must not access or use the Services.

We may modify these Terms from time to time at our sole discretion. If we decide to modify these Terms, we will notify you by making the revised version available on the Services and will indicate at the top of this page the date that revisions were last made. Any such changes will be effective upon our posting. You are responsible for staying informed of any changes and are expected to revisit this page from time to time, as revised versions will be binding on you. You understand and agree that your continued access or use of the Services following the posting of revised Terms indicates your acceptance of and agreement to the changes. If you do not agree with the modified Terms, you must stop accessing or using the Services.

2. ACCESSing the services & account security

You may be required to register for an account with us in order to access or use certain areas or features of the Services. If you elect to take advantage of such features, you must register through the Services by completing the applicable registration form to create your account with a unique username and password. The decision to provide this information is purely optional; however, if you elect not to provide such information, you may not be able to access certain areas or participate in certain features of the Services.

By creating an account, you agree to provide accurate, current, and complete information about yourself and to maintain and promptly update this information from time to time as necessary to keep it accurate, current, and complete. You agree that all information you provide to register for an account or otherwise including, but not limited to, through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you will be responsible for all usage or activity on your account including, but not limited to, the unauthorized use of your account by any person using your password and any purchases made by parties using your account, whether or not authorized by you. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or certain areas or features of the Services using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. Even if you notify us, you will be responsible for any activities that occur using your access credentials, including any charges resulting from the use of your account.

3. copyright and INTELLECTUAL PROPERTY

The Services and the entire contents, features, and functionality included in and contained on the Services (including, but not limited to, all information, software, design, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) (collectively, “Content”) are owned by Nestlé Health Science and our affiliates and licensors, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Unless indicated to the contrary and subject to your strict compliance with these Terms, you may access and use the Services for personal, non-commercial use only. In connection with this use, Nestlé Health Science grants you a limited, non-exclusive, revocable, non-assignable, personal and non-transferable license to: access, copy, download, display, view, use, play and/or print one (1) copy of the Content made available on the Services on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, an “Internet Device”), provided that you: (a) keep intact all copyright and other proprietary notices, (b) make no modifications to the Content, and (c) do not use the Content in a manner that suggests an association with any of our products, services or brands. Any business use, “re-mailing” or high-volume or automated use of the Services is prohibited.

In the event that we offer downloads of software on a Service and you download such software, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to you by us or third-party licensors for your personal, non-commercial use only. Your use of the Software may be governed by additional terms, which may be included with the Software. Please carefully read any additional terms to determine the full extent of conditions governing the use of such Software. We do not transfer title to the Software to you. You may not copy, reproduce, distribute, or otherwise exploit the Software or decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-readable form. Note that if you install certain applications that may be available via the Services, you consent to the download of Software to your Internet Device and accept these Terms and any additional terms related to such application.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any Content or Software on the Services is transferred to you, and all rights not expressly granted are reserved by Nestlé Health Science. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

4. trademarks

The Nestlé Health Science name, brand, logo, and all related brands, names, logos, product and service names, designs, and slogans displayed on the Services (collectively “Trademarks”) belong to Nestlé Health Science or its affiliates or licensors or are used with permission. Nothing contained on the Services should be construed as granting any license or right to use any Trademark displayed on the Services. Your use/misuse of the Trademarks displayed on the Services, or any other content on the Services, except as provided in these Terms, is strictly prohibited. You are also advised that Nestlé Health Science will aggressively enforce its intellectual property rights to the fullest extent of the law, including criminal prosecution.

5. PROHIBITED USES

You may use the Services only for lawful purposes and in accordance with these Terms. Without limitation, you may not modify, distribute, transmit, perform, broadcast, publish, license, reverse engineer, transfer or sell, or create derivative works from, the Services or any Content unless you obtain our prior written approval. You also may not use the Services in a way that could harm us or any third party. For example, you may not use the Services in a way that could:

Damage or interfere with the proper working of the Services;
Intercept any Content or information that we have not intentionally made available to you or defeat any access controls that we have implemented;
Give you access to the Services or Content using any interface other than the interface that we provide, or attempt to “scrape” or “harvest” Content, except if you use a “robot” program in connection with a bona fide internet search engine and we do not instruct you not to access the Services using that program;
Frame the Services, display any Content in connection with an unauthorized logo or mark, or do anything that could suggest falsely a relationship between us and any other party;
Convey unauthorized claims about the curative or health enhancing effects of our products or suggest that we have made such claims;
Otherwise adversely impact the operation of the Services, Nestlé Health Science, or any third party;
Violate applicable local, state, federal, and international laws, or regulations;
Transmit, or facilitate the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “spam,
“chain letter,” or any other similar solicitation; or
Engage in any other conduct that limits or interferes with anyone’s use or enjoyment of the Services.

In addition to our other legal rights, we may limit or terminate your license to use the Services, or certain features of the Services, at any time and for any reason, without prior notice to you including our belief you violated these Terms.

6. USER SUBMISSIONS & CONTENT STANDARDS

The Services may allow you to submit, embed, display, transmit, or otherwise distribute audio, video, text, or other materials (collectively, “User Submissions”) to or through the Services. Any User Submissions you provide will be considered non-confidential and non-proprietary.

By providing any User Submission on or through the Services, you grant to Nestlé Health Science, our affiliates and service providers, a non-exclusive, royalty-free, fully paid, perpetual, worldwide, irrevocable and fully sublicensable and transferable (in whole or in part) license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control to: (i) use, reproduce, transmit, modify, index, adapt, publish, translate, create derivative works from, distribute, display and otherwise exploit such content throughout the world in any media, whether now known or hereafter invented, including for any and all purposes, including commercial or marketing purposes, all without further notice to you, with or without attribution, and without the requirement of any permission from or payment to you or any other person or entity, and (ii) to use your name, persona or likeness alone or in connection with such uses, without any obligation or remuneration to you. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User Submissions and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User Submissions for any purposes whatsoever, including developing, manufacturing, and marketing products and/or services. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section.

We do not guarantee that User Submissions will be private, even if the User Submission is in a password-protected area. Accordingly, you should not provide User Submissions that you want protected from disclosure. You agree that: (a) your User Submissions will be treated as non-confidential regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, and (b) Nestlé Health Science does not assume any obligation of any kind to you or any third party with respect to your User Submissions. Upon Nestlé Health Science’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms. You acknowledge that the Services may be subject to breaches of security and that you are aware that submissions of User Submissions may not be secure, and you will consider this before submitting any User Submissions.

In your communications with Nestlé Health Science, please keep in mind that Nestlé Health Science does not accept or consider any unsolicited ideas or materials for products or services, or even improvements to products or services, such as ideas, concepts, inventions, books, etc. (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Services are deemed User Submissions and licensed to us as set forth above. In addition, Nestlé Health Science retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. Nestlé Health Science’s receipt of your Unsolicited Ideas and Materials is not an admission by Nestlé Health Science of their novelty, priority, or originality, and it does not impair Nestlé Health Science’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials. Notwithstanding any custom and practice to pay an individual for an idea (if any), nothing herein shall create an implied or express contract to compensate entrants for their Unsolicited Ideas and Materials and there is no obligation for Nestlé Health Science to pay or otherwise compensate you for any of your ideas or materials in any communications with us, whatsoever.

By providing any User Submission through the Services, you represent and warrant that you own or control all rights in and to the User Submission and have the right to grant to us the rights described above in this Section. You further represent and warrant that the User Submissions you submit:

Will be truthful and accurate and will comply with these Terms.
Will be respectful of others’ opinions so we can continue to offer interactive features for everyone to enjoy.
Will not cause injury or embarrassment to any person or entity, including as used by us in accordance with these Terms.
Will not include medical or other professional advice.
Will not be false, fraudulent, libelous, defamatory, sexually explicit, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable.
Will not constitute or encourage violence or a criminal offense, violate the rights of any party, including intellectual property rights, or otherwise give rise to liability or violate any law.
Will not impersonate any other person, user, or company, or misrepresent your identity or affiliation with any person or company.
Will not include the personal information of another individual, such as another person’s address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual.
Will not contain software viruses, Trojan horses, spyware or any other technologies or malicious code that could impact the operation of the Services or any computer or device used to access the Internet or political campaigning, chain letters, mass mailings, or any form of “spam.”
Will not involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Will not violate applicable local, state, federal, and international laws or regulations.

We have the right to remove or refuse to post any User Submissions without notice for any reason, including our belief that a User Submission may violate these Terms or be otherwise objectionable. However, we will have no obligation to review, monitor, display, post, store, maintain, accept or otherwise make use of, User Submissions, and you agree that neither we nor our employees or agents will be liable for User Submissions or any loss or damage to you and any other person or entity resulting from User Submissions.

You are solely responsible for your interaction with other users of the Services, whether online or offline. You are and shall remain solely responsible for the User Submissions you provide on or through any Services and for the consequences of submitting and posting same. You should be skeptical about information provided by others, and you acknowledge that the use of any User Submission is at your own risk. We are not responsible or liable for the conduct of any user or content of any User Submission. We do not endorse the opinions, advice or recommendations posted or sent by users in any User Submission, and we specifically disclaim any and all liability in connection therewith. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.

We cannot and do not assure that other users are or will be complying with the foregoing or any other Terms, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

7. COPYRIGHT complaints (dmca)

Nestlé Health Science respects the intellectual property of others, and we ask our users to do the same. Nestlé Health Science may, in appropriate circumstances and at its discretion, suspend or terminate the access of and take other action against users, subscribers, registrants and account holders who infringe the copyright rights of others.

If you believe that your work has been copied and is accessible on the Services in a way that constitutes copyright infringement, you may notify Nestlé Health Science by providing the following information (as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. sec. 512) to our copyright agent set forth below:

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 at a single online site 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 us to locate the material, which must include, if available, the exact URL where the claimed material is located and the exact location on the applicable page in the URL where the claimed material can be found;
Information reasonably sufficient to permit us to contact the complaining party including, but not limited to, an address, telephone number, and if available, an email 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; and
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 send notice to:

Nestlé Health Science U.S.

Attn: Legal Department

121 River Street, 9th Floor

Hoboken, NJ 07030

We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims.

8. LINKING

The Services may contain links to other sites and resources provided by third parties. These links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party sites or resources linked through the Services, you do so entirely at your own risk and your relationship with the operators of these third-party sites is governed by the terms and conditions and privacy policy, if any, of those sites, and not by these Terms. Therefore, you should review those documents before using the third-party services.

In general, Nestlé Health Science does not object to links to the Services from third-party sites. However, you must abide by the following rules. Unless we have a written agreement with you, you may not use any Nestlé Health Science trademarks, logos, or slogans in or with your links. Do not present the link to this Services in any way that suggests Nestlé Health Science has any relationship or affiliation with your site or endorses, sponsors or recommends the information, products or services on your site, unless you have a specific written agreement with Nestlé Health Science to do so. You may link to the Services using the plain text name of the Service. Link only to the home page of this Service. Do not, without Nestlé Health Science’s written permission: (a) incorporate any content from the Services into your site (e.g., by in-lining or framing);(b) use any Nestlé Health Science names, trademarks, slogans, or any other words or codes identifying Nestlé Health Science Site in any “metatag.” Nestlé Health Science will not tolerate links from any site that may adversely affect the name, reputation and goodwill of Nestlé Health Science and its products. Nestlé Health Science reserves the right to cancel permission to link at any time, for any reason.

9. Fitness, nutrition, & health information

Information presented on the Services is intended to impart general fitness, nutrition and health information. Nestlé Health Science is not engaged in rendering medical advice or services and submission of information to the Services and use of any features available on the Services does not create a doctor-patient relationship. THE INFORMATION PRESENTED ON THE SERVICES IS NOT INTENDED FOR TREATMENT OR DIAGNOSTIC PURPOSES. You should consult your doctor for medical advice or services, including seeking advice regarding a medical condition, illness, treatment and prior to undertaking a new diet or exercise program or utilizing any related features on the Services. Advance consultation with your doctor is particularly important if you are under eighteen (18) years old, pregnant, breastfeeding, or have health problems. Never disregard professional medical advice or delay in seeking it because of something you have read on the Services.

The statements on the Services have not been evaluated by the Food and Drug Administration. Our products are not intended to diagnose, treat, cure or prevent any disease.

10. PRIVACY

Our Privacy Policy describes our practices with regard to personal information that we collect through the Services. The Privacy Policy is incorporated into these Terms by reference, and by using the Services you agree to our use of any information that we collect from you in conformance with our Privacy Policy.

11. ELECTRONIC COMMUNICATIONS

When you access or use the Services, send e-mails to us, or receive electronic communications from us, you are, and consent to, communicating with Nestlé Health Science electronically. We may communicate with you by email or by posting notices through one or more of the Services. You agree that all notices, disclosures, agreements, policies, and other communications that Nestlé Health Science provides to you electronically satisfy any requirement that such communications be in writing.

12. online purchases and other terms and conditions

The products displayed on the Services can be ordered and delivered only within the United States. To purchase any products through the Services, you must: (a) be at least eighteen (18) years of age, (b) provide us with valid payment information associated with a credit card or other payment method that you are authorized to use, and (c) authorize us to charge your credit card or other payment method for the price of the products or services that you request, together with any taxes, fees, or shipping charges described on the Services.

The products available on the Services are for your personal use only and not for resale or distribution. You may not sell or resell any products you purchase or otherwise receive from us through the Services. You represent and warrant that you are purchasing products through the Services for your own personal use only, and not for resale or export. We reserve the right, with or without notice, to cancel or reduce the quantity of any order to be filled or products to be provided to you that may result in a violation of these Terms, as determined by us in its sole discretion. We also reserve the right to suspend accounts where we believe products are being ordered in breach of this provision.

13. COUPONS

Coupons and promotional codes provided to you are for your individual use only. You may not transfer, reproduce, trade, offer for sale, publish, or otherwise share Nestlé Health Science coupons and promotional codes unless the terms of the coupon or promotional code expressly allow you to do so. We reserve the right to cancel orders when we have reason to believe that any coupon or promotional code is being used by someone other than the intended recipient, or in the case of suspected abuse, misuse or fraud. We reserve the right to terminate a coupon or promotional code offering at any time and/or set expiration dates for such offers at any time and in our sole discretion. Coupon codes and promotional codes are not valid on prior purchases

14. AUTO REORDER (SUBSCRIBE & SAVE) terms

The terms in this Section supplement these Terms solely with respect to products ordered on the Services for auto-replenishment delivery (“auto reorder”).

AUTOMATIC RENEWAL. Your auto reorder subscription begins as soon as your initial payment is processed. Your auto reorder will automatically renew and you will continue to be charged on a recurring basis per the delivery frequency you select (i.e., 4, 8, 12, or 16 weeks) and without notice until you cancel. By enrolling in auto reorder for a particular product, you agree to be billed on a recurring, per-order basis until you cancel, and acknowledge that product will be automatically shipped to according to the delivery schedule you select, unless and until you modify or cancel your subscription as provided herein. You authorize Nestlé Health Science or our payment processing provider(s) to store your payment method and to automatically charge your payment method for the items in your auto reorder based on the delivery frequency you select until you cancel.

We will automatically charge you the total, then-current prices for the item(s) in your auto reorder order on the date that order is processed, less the subscribe & save discount (20% off your initial order and 10% off recurring orders), plus applicable taxes and shipping fees, each delivery frequency period until you cancel. YOU ACKNOWLEDGE AND AGREE THAT NESTLÉ HEALTH SCIENCE WILL NOT OBTAIN ANY ADDITIONAL AUTHORIZATION FROM YOU FOR SUCH AUTOMATIC, RECURRING PAYMENTS.

We may change the price of an item in your auto reorder at any time, and we will notify you of any price change with the option to cancel. If you do not agree with a price change, you have the right to reject the change by cancelling your auto reorder subscription as described in the “Cancellation” section below.

The charge for each auto reorder shipment will be billed to the payment method we have on file. If your primary payment method fails, you authorize us or our payment processing provider(s) to charge any other payment method in your account. If you have not provided us a backup payment method and you fail to provide payment, or if all payment methods in your account fail, we may suspend your auto reorder. You can edit your payment information anytime by logging into your account.

Offer is valid only for individual purchasers. Products are not intended for resale. No additional promotional coupons or offers can be stacked on the subscribe & save discount for items in your order. Valid in continental U.S. only.

CANCELLATION. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNTIL YOU CANCEL. YOU MAY CANCEL AUTO REORDER AT ANY TIME BY LOGGING INTO YOUR ACCOUNT AND SELECTING TO CANCEL IN THE ‘MY AUTO REORDERS’ TAB OR BY CONTACTING CUSTOMER CARE AT 1-877-765-4274. IF YOU CANCEL WITH AT LEAST 48 HOURS NOTICE PRIOR TO 2:00 P.M. EST ON THE AUTO REORDER PROCESS DATE, YOU’LL BE FULLY REFUNDED. SHOULD YOU CANCEL AFTER THAT TIME FRAME, YOUR PAYMENT IS NON-REFUNDABLE, AND YOUR SUBSCRIPTION WILL CONTINUE UNTIL THE END OF THAT DELIVERY FREQUENCY PERIOD.

15. order alerts

Nestlé Health Science offers customers the ability to receive SMS text messages regarding their orders (“Order Alerts”). Shipping updates will be delivered via email. However, you may separately sign up to receive shipping updates via text message on a per order basis. If you sign up for these Order Alerts, you will receive periodic automated text messages from or on behalf of Nestlé Health Science, at the mobile number you provided to opt-in, with updates on your orders from Nestlé Health Science. You can always receive Nestlé Health Science products and services even if you do not agree to receive, or opt out of receiving, these Order Alerts. Although all Order Alerts are free, message and data rates may apply.

To stop receiving Nestlé Health Science Order Alerts, text STOP to 47456. You will receive one additional message confirming that your request has been processed. Text HELP to 47456 for help, contact customer care or call 1-877-765-4274. Please notify Nestlé Health Science if you’ve changed or disconnected your mobile phone number.

We are able to deliver messages to most mobile phone carriers, although various factors, including your equipment and weather, affect your ability to send and receive SMS messages. Nestlé Health Science will not be liable for any delays in the receipt of any messages as delivery is subject to effective transmission from your mobile service provider. Your mobile phone carrier is not liable for delayed or undelivered messages. Check with your mobile phone carrier if you have questions.

Our Privacy Policy, available at https://www.solgar.com/privacy-policy/, applies to your participation in the Order Alerts program.

Nestlé Health Science reserves the right to remove Order Alerts program participants at our discretion.

16. DISCLAIMER OF WARRANTIES

Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis. We reserve the right to restrict or terminate your access to the Services or any feature or part thereof at any time. We expressly disclaim all warranties of any kind, whether express or implied, including the implied warranties of merchantability and fitness for a particular purpose and any warranties that materials on the Services are non-infringing, as well as warranties implied from a course of performance or course of dealing; that access to the Services will be uninterrupted or error-free; that the Services will be secure; that the Services or the servers that makes the Services available will be virus-free or otherwise free of harmful components; or that information on the Services will be complete, accurate or timely. If you download any materials from the Services, you do so at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from the download of any such materials. No advice or information, whether oral or written, obtained by you from us or through or from the Services will create any warranty of any kind. We do not make any warranties or representations regarding the use of the materials on the Services in terms of their completeness, correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise.

In certain states, the law may not permit the disclaimer of warranties, so the above disclaimer may not apply to you.

17. LIMITATION OF LIABILITY

To the greatest extent permitted by applicable law, neither we, nor our suppliers or third party content providers, will be liable for any direct, indirect, punitive, exemplary, incidental, special, consequential or other damages arising out of or in any way related to: (1) the Services (including any delay or inability to use the Services), (2) any information, products or services advertised in or obtained through the Services, or (3) our removal or deletion of any materials submitted or posted on the Services, whether based on contract, tort, strict liability or otherwise, even if we or any of our suppliers have been advised of the possibility of damages.

We each agree that any dispute proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

Your sole and exclusive remedy for any claims or disputes involving us that are not waived by these Terms will be to discontinue your use of the Services and to seek a refund of the money you paid to us, if any, during the three months preceding your initiation of the claim or dispute. (Such a refund, in any case, will be governed by the applicable refund policy and the terms of sale specified on the Services or in these Terms.)

Regardless of any statute or law to the contrary, you must file any claim or action related to use of the Services or these Terms within one year after such claim or action accrued. Otherwise, you will waive the claim or action.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

18. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Nestlé Health Science and its officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorney’s fees and court costs, arising from or in connection with your use of the Services or our products or services or any violation or alleged violation by you of these Terms or applicable law. We reserve the right, at our own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with us in the defense of such matter.

You may not settle any claim covered by this Section or admit any liability on the part of Nestlé Health Science without Nestlé Health Science’s prior written approval.

19. DISPUTE RESOLUTION, BINDING ARBITRATION, AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. IT LIMITS THE RIGHT TO OBTAIN DISCOVERY OTHER THAN AS PERMITTED BY THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”), AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR NESTLÉ HEALTH SCIENCE WOULD HAVE IN COURT, SUCH AS APPELLATE REVIEW, ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

For purposes of this Section, “Nestlé Health Science” shall include its subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns.

(a) Mandatory Notice Of Dispute And Informal Dispute Resolution Process. If you and Nestlé Health Science have a Dispute (defined below), you and Nestlé Health Science agree to make a good faith effort to resolve the Dispute informally prior to initiating a formal arbitration proceeding. Before initiating an arbitration, you and Nestlé Health Science each agree to first provide the other with a detailed written notice (“Notice of Dispute”). The Notice of Dispute must include (i) the name, telephone number, mailing address, and email address of the person or entity providing the notice; (ii) a statement of the legal claims asserted and the factual basis for those claims; and (iii) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy.

If you provide a Notice of Dispute to Nestlé Health Science, the Notice of Dispute must be mailed via first-class mail, FedEx, or UPS to: Nestlé Health Science U.S., Attn: Legal Department, 121 River Street, 9^th Floor, Hoboken, NJ 07030. Your Notice of Dispute must include your personal signature. If Nestlé Health Science provides you with a Notice of Dispute, Nestlé Health Science will mail the notice via first-class mail, FedEx, or UPS to the billing address associated with your account and/or billing information (the “Notice Address”). If Nestlé Health Science is unable to reach you at the Notice Address, we may provide a Notice of Dispute to you via email at the email address associated with your account.

If requested by the party that receives the Notice of Dispute, the other party must personally appear at and participate in a telephone settlement conference (if a party is represented by counsel, counsel may also participate) to discuss the Dispute.

For a period of sixty (60) days from the date of receipt of a complete Notice of Dispute, you and Nestlé Health Science agree to make attempts to resolve the Dispute prior to commencing an arbitration and not to commence an arbitration proceeding until the 60-day post-notice resolution period expires, which period may be extended by agreement of the parties. If an agreement cannot be reached within 60 days of receipt of the Notice of Dispute, you or Nestlé Health Science may commence an arbitration proceeding, pursuant to the procedure outlined below. Compliance with and completing this informal dispute resolution process is a condition precedent to filing any formal dispute resolution proceeding, including a demand for arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal dispute resolution process.

If the sufficiency of a Notice of Dispute or compliance with this mandatory informal dispute resolution process is at issue, it may be decided by a court of competent jurisdiction at either party’s election, and any formal dispute resolution proceeding shall be stayed pending resolution of the issue. A court of competent jurisdiction shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration or the assessment or payment of arbitration fees. You or we may also elect to raise non-compliance with this informal dispute resolution process and seek relief in arbitration.

(b) ARBITRATION AGREEMENT. IF WE ARE UNABLE TO RESOLVE ANY DISPUTE THROUGH THE INFORMAL DISPUTE RESOLUTION PROCESS, YOU AND WE AGREE THAT ALL CLAIMS, DISAGREEMENTS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND ANY NESTLÉ HEALTH SCIENCE PARTIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARENTS, AFFILIATES, SUBSIDIARIES AND/OR RELATED COMPANIES, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, ARISING OUT OF OR RELATING TO THE SITES, TO THE USE OR ACCESS THEREOF, TO THE PRODUCTS, SERVICES, MATERIALS, PROMOTIONS, PROGRAMS OR OTHER FEATURES OFFERED ON OR THROUGH THE SITES, AND/OR TO THE APPLICATION, ENFORCEABILITY, SCOPE, OR INTERPRETATION OF THIS AGREEMENT TO ARBITRATE (“Disputes”), SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION. THE SOLE EXCEPTIONS TO THIS REQUIREMENT ARE THAT (I) YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY, as long as the matter remains in such court and is not removed or appealed to a court of general jurisdiction and advances only on an individual (non-class, non-representative basis); and (II) each party may bring suit in court to enjoin infringement or other misuse of intellectual property rights. Dispute will be given the broadest possible meaning permitted by law. It includes claims that arose before this or any prior agreement or that arise after the termination of this agreement. BY AGREEING TO THESE TERMS, YOU GIVE UP YOUR RIGHT TO BRING AND PROSECUTE ANY DISPUTES WITH NESTLÉ HEALTH SCIENCE IN A COURT OF LAW OR BEFORE A JURY TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS OR REPRESENTATIVE ACTIONS.

ALL DISPUTES SHALL BE DETERMINED BY BINDING ARBITRATION (1) ADMINISTERED BY JAMS, PURSUANT TO THE JAMS STREAMLINED ARBITRATION RULES & PROCEDURES EFFECTIVE JUNE 1, 2021 (THE “JAMS RULES”), AND AS MODIFIED BY THIS AGREEMENT TO ARBITRATE; (2) CONDUCTED BY A SINGLE, NEUTRAL ARBITRATOR; AND (3) TAKE PLACE TELEPHONICALLY UNLESS AN IN‑PERSON HEARING IS SPECIFICALLY REQUESTED BY EITHER PARTY. IF AN IN‑PERSON HEARING IS REQUESTED, SUCH IN-PERSON HEARINGS SHALL TAKE PLACE IN THE COUNTY OF THE BILLING ADDRESS ASSOCIATED WITH YOUR MEMBERSHIP IN THE REWARDS PROGRAM, OR THE COUNTY WHERE YOU RESIDE, IN THE INSTANCE WHERE NO ACCOUNT EXISTS. TO THE EXTENT THAT THIS AGREEMENT TO ARBITRATE CONFLICTS WITH THE JAMS POLICY ON CONSUMER ARBITRATIONS PURSUANT TO PRE-DISPUTE CLAUSES MINIMUM STANDARDS OF PROCEDURAL FAIRNESS (THE “MINIMUM STANDARDS”), THE MINIMUM STANDARD IN THAT REGARD WILL APPLY. You and a Nestlé Health Science representative shall personally appear (with counsel if you and we are represented) at an initial telephone conference with a case manager before an arbitrator is appointed and at a hearing should one be scheduled by the arbitrator.

DISPUTES MAY ALSO BE REFERRED TO ANOTHER ARBITRATION ORGANIZATION IF YOU AND NESTLÉ HEALTH SCIENCE AGREE IN WRITING, OR TO AN ARBITRATOR APPOINTED PURSUANT TO SECTION 5 OF THE FEDERAL ARBITRATION ACT.

The JAMS Rules are available on its website at http://www.jamsadr.com/rules-streamlined-arbitration/ or by calling JAMS at 800-352-5267. To commence an arbitration, a Demand for Arbitration is required to be executed and served on Nestlé Health Science. Service of the Demand for Arbitration on Nestlé Health Science can be mailed to Nestlé Health Science Legal Department, Nestlé Health Science U.S., Attn: Legal Department, 121 River Street, 9^th Floor, Hoboken, NJ 07030, pursuant to the instructions provided by JAMS to submit a Dispute for arbitration. Service of the Demand for Arbitration on you will be sent to the Notice Address. Further instructions on submitting a Demand for Arbitration can be found at www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages), and must follow the terms of these Terms.

Except as expressly provided in this Section (Dispute Resolution), the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, or formation of this Section (Dispute Resolution) including, but not limited to, a claim that all or any part of it is void or voidable. The parties shall be responsible for their own attorneys’ fees and costs in arbitration, unless they are authorized by law or the arbitrator determines that a claim was frivolous or brought for an improper purpose or in bad faith. The arbitrator shall have the authority under Federal Rule of Civil Procedure 11 to issue sanctions against any party and counsel as a court would. In addition, the provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the arbitrator. Notwithstanding anything to the contrary, Nestlé Health Science will pay all fees and costs that we are required by law to pay.

(c) Special Additional Procedures for Mass Arbitration. If twenty-five (25) or more similar claims are asserted against Nestlé Health Science by the same or coordinated counsel or are otherwise coordinated (and your claim is one such claim), you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following process. Counsel for the claimants and counsel for Nestlé Health Science shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any JAMS fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, and Nestlé Health Science shall pay the mediator’s fee. If the parties are unable to resolve the remaining matters in mediation at this time, each side shall select twenty (20) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. (If there are fewer than forty (40) claims remaining, all shall proceed.) The remaining cases shall not be filed or deemed filed in arbitration nor shall any JAMS fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a staged process. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise. If the parties are unable to resolve the remaining cases after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, and Nestlé Health Science shall pay the mediator’s fee. If the parties are unable to resolve the remaining matters in mediation at this time, this staged process shall continue with one hundred (100) cases proceeding at one time that are selected randomly or by JAMS in staged sets, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. Between staged sets of proceedings, Nestlé Health Science agrees to participate in a global mediation session should your counsel request it in an effort to resolve all remaining claims. The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this Dispute Resolution section where a Notice of Dispute or Demand for Arbitration has been submitted, from the time the first cases are selected for a bellwether process until the time your case is selected, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Nestlé Health Science. Should a court of competent jurisdiction decline to enforce these “Special Additional Procedures for Mass Arbitration,” you and we agree that your and our counsel shall engage in good faith with the assistance of a Process Arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with JAMS to address reductions in arbitration fees.

(d) NO CLASS ACTIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE AGREE THAT ANY AND ALL DISPUTES WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS, COLLECTIVE OR REPRESENTATIVE ACTION. NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION OR ARBITRATE ANY DISPUTE AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Further, unless both you and Nestlé Health Science expressly agree otherwise, the arbitrator may not consolidate more than one person’s claim and the arbitrator may not otherwise preside over any form of a class, consolidated, representative, collective, or private attorney general proceeding.

If a court determines that any of the prohibitions on non-individualized relief; class, representative, and private attorney general claims; and consolidation are unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief), and all appeals from that decision have been exhausted (or the decision is otherwise final), then the parties agree that that particular claim or request for relief may proceed in court but shall be stayed pending arbitration of the remaining claims. Specifically, and notwithstanding anything to the contrary in this Section (Dispute Resolution), the arbitrator may not issue a “public injunction” and any such “public injunction,” if permitted, may be awarded only by a federal or state court. If either party is permitted to seek a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any such prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator. If this prohibition of class, representative, or consolidated arbitration is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

(e) Except as specifically provided in this Section (e.g., the Additional Procedures for Mass Filings), if any part or parts of the mandatory informal dispute resolution process, arbitration agreement, class action waiver, is/are found by a court of competent jurisdiction to be invalid or unenforceable as to your Dispute, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of this Section shall continue in full force and effect. The mandatory informal dispute resolution process, arbitration agreement, and class action waiver will survive the termination of these Terms.

20. GOVERNING LAW

The Federal Arbitration Act, applicable federal law, and the laws of the state of New York, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and Nestlé Health Science or its affiliates.

21. TERMINATION

These Terms constitute an agreement between you and Nestlé Health Science, which Nestlé Health Science may terminate in its sole discretion, in whole or in part, at any time and for any reason. If Nestlé Health Science terminates this agreement with you, you may no longer access the Services. Upon termination of this agreement and/or your access to the Services, you will immediately destroy any copies of any Content, whether in printed or software format. Otherwise applicable portions of the Terms survive termination of these Terms, including applicable portions of the Sections relating to Fitness, Nutrition, & Health Information; User Submissions; Linking; Electronic Communications; Disclaimers; Limitation of Liability; Indemnification; Dispute Resolution, Binding Arbitration, and Class Action Waiver; Termination; and Entire Agreement, Severability, No Waiver.

22. ENTIRE AGREEMENT; SEVERABILITY; NO WAIVER

These Terms, together with the Privacy Policy incorporated within them by reference and any policies that we post on the Services, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. If any provision of these terms is deemed unlawful, void, or unenforceable, the remaining provisions will remain in place and the invalidated provision will be deemed replaced by an enforceable provision that most closely reflects the intent of the parties.

Our failure to exercise or enforce any right or provision in these Terms will not constitute a waiver of that right or provision or any other rights or provisions included within the Terms.