Terms & Conditions of Use

Last modified as of April 18, 2012

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF THIS WEBSITE CAREFULLY.

By using gunnarchallenge.com (this "Website"), you agree to be bound by these Terms and Conditions of Use ("Terms & Conditions") and agree that you are at least 18 years of age and eligible to use this Website.

Unless we indicate otherwise, these Terms & Conditions apply to your use of any other websites owned or operated by SP Health LLC or its Affiliates (collectively, "SP Health", "we", "us" or "our"), including, without limitation, this Website and any other website that we may own or operate currently or in the future. Although links to other websites may be available from our Website, you acknowledge and agree that we are not responsible or liable under any circumstance for such external sites or resources, and do not endorse any content, advertising, products, or other materials on or available from such websites or resources.

For the purpose of these Terms & Conditions: (a) "Affiliates" shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with, SP Health, including, without limitation, their respective subsidiaries and affiliates; (b) “You”, “you” or “your” means any person or entity, and any subsidiary, affiliate or associate of such person or entity, that uses or purports to use this Website; and (c) reference to this Website shall include reference to our products and offerings (together "Products"). These Terms & Conditions shall be incorporated into any agreement between you and us (“Agreement”). In case of any inconsistency between these Terms & Conditions and any Agreement, the terms of the Agreement shall prevail.

We reserve the right, in our sole discretion, to change, modify, add or remove portions of these Terms & Conditions at any time. You should check these Terms & Conditions periodically for changes.  By using this Website after we post any changes to these Terms & Conditions, you agree to accept those changes, whether or not you have reviewed them.  If you do not agree to these Terms & Conditions, you should not use this Website and, if applicable, you should cancel your membership with us.

HEALTH DISCLAIMER

This Website is solely for informational and educational purposes, and is intended only to assist users to achieve their personal health and nutritional goals.  SP Health is not a medical organization and nothing contained on this Website or in our Products should be construed as medical advice or a diagnosis.  The information and reports generated by us should not be interpreted as a substitute for medical consultation, evaluation, or treatment by a qualified medical practitioner.  You are urged and advised to seek the advice of a medical practitioner before beginning any new exercise or health regimen or if you have questions about your health.  This Website is intended for use only by healthy adult individuals.  Individuals who are pregnant or who have certain health conditions, including, without limitation, people suffering from cancer, liver disease, kidney disease, renal failure, eating disorders, type 1 diabetes or who are elderly or who have a low body mass index may not be suitable candidates for undertaking any form of health or fitness regimen and are specifically warned to seek professional medical advice before using this Website or our Products. 

1. Terms & Conditions – General

By using this Website, you agree to be legally bound and to abide by these Terms & Conditions, just as if you had signed an agreement containing these Terms & Conditions.  We may at, any time, in our sole discretion and without prior notice or liability, modify or alter any aspect of the Website.  In addition, we reserve the right, at any time and in our sole discretion, and without any notice or liability, to take any action with respect to the Website, including without limitation, the ability to terminate your password, user account and its contents, refuse to permit you to post or remove any postings to the Website, restrict the time this Website is available, or restrict the amount of use permitted and/or access to any part of this Website. You agree that any termination or cancellation of your access to, or use of, this Website may be effected without prior notice, and that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Website or your user account. 

We may supplement these Terms & Conditions with additional terms and conditions pertaining to specific content, activities or events ("Additional Terms").  Such Additional Terms may be placed on this Website to be viewed in connection with the specific content, activities, features or events and shall be identified as such, and any Additional Terms will upon first being placed on this Website, or otherwise made public, be incorporated by reference into and form part of these Terms & Conditions. 

2. Charges and Fees for Products

By subscribing to or purchasing a Product, you agree as follows:

  1. To pay, using a valid credit card (or other form of payment which we may accept from time to time), the fixed and periodic charges and fees set out on this Website, applicable taxes, and other charges, surcharges, costs and fees incurred in order to access or purchase our Products (“Fees”). 
  2. With regard to fee-based Products (for example, subscription based offerings) (“Fee-Based Products”) we:
  1. reserve the right to increase the Fees, or to introduce new Fees at any time, upon reasonable advance notice communicated to you through a posting on this Website or such other means as we may deem appropriate from time to time (including electronic mail or conventional mail). 
  2. will automatically charge your credit card or other account at the start of the relevant billing period (usually monthly or three-monthly in advance) unless you terminate or cancel your subscription before the start of the relevant billing period.

    Each time you use or apply for our Fee-Based Products, you reaffirm your agreement that we may charge your credit card (or other form of payment, if applicable).  In the event we cannot charge your account, we reserve the right to terminate your access to our Fee-Based Products.  Unless you advise us otherwise in advance, your subscription to Fee-Based Products will automatically be renewed at our standard subscription rates and for our standard period (usually monthly or three-monthly) at the start of the relevant billing period.  If you wish to purchase alternative Fee-Based Products at any time, your new Fee-Based Products will supersede your current Fee-Based Products at the start of the next billing period, unless we agree otherwise.
  1. All Fees are quoted in the applicable currency of your jurisdiction (e.g., if you are accessing this Website from the United States, the Fees will be quoted in United States dollars) and are exclusive of any applicable taxes, except where otherwise stated.
  2. In addition to the Fees, you are responsible for all charges and fees associated with connecting to this Website, including without limitation all telephone access lines (including long-distance charges, when applicable), internet service provider fees, telephone and computer equipment, sales taxes and any other fees and charges necessary to access our Products. 
  3. For the purposes of your use and purchase of our Products, including identification and billing, you agree to provide us with true, accurate, current and complete information, as required by us ("Subscription Data") including your complete legal name, address, telephone number, email address and applicable billing information (e.g., credit card number and expiration date) as required.  You agree to maintain and promptly update the Subscription Data to keep it accurate at all times.

    You agree to allow us to share your Subscription Data with third parties for the purpose of verifying the information you provide and billing your credit card or otherwise charging your account. 

    Without limiting any other provision of this Agreement, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that this is the case, we reserve the right to suspend or terminate your user account or subscription and refuse any and all current or future use by you of this Website (or any portion thereof) or any of our Products.  
  4. You are entirely responsible for maintaining the confidentiality of your password and user account information.  You must notify us immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else's password or credit card information.  In the event of a breach of security by you, you will remain liable for any unauthorized use of your subscription until you update your Subscription Data. You are entirely responsible for any and all activities which occur under your user account, as well as for paying any amounts billed to your credit card by a third party which were not authorized by you.
  5. In the event of your failure to satisfy limitations we set based on demographic, geographic, health and/or other similar criteria, or if we otherwise properly terminate your subscription to one of our Fee-Based Products prior to the end of the applicable period in accordance with these Terms & Conditions, or if you cancel your subscription to one of our Fee-Based Products, you agree that the full Monthly Fees paid in advance by you for any month (or portion thereof) (regardless of whether you logged onto this Website or used the Fee-Based Product during that month) are non-refundable. 

3. Cancellation of Subscription

Either you or we may terminate or cancel your subscription or access to our free or Fee-Based Products at any time.  If you choose to cancel or terminate your subscription prior to the end of your contract period, you agree that your account will continue to be debited until your contract end date.  

Upon cancellation or termination of your subscription to our Fee-Based Products, we may immediately deactivate your user account and all related information and/or files in your user account and/or bar any further access to such information and/or files, this Website (or part thereof).

You may cancel your subscription by emailing us at accounts@gunnarchallenge.com; or by using such other means as we may provide on the Website from time to time.  We will attempt to process all cancellation requests within 72 hours after receipt of requests.  If you cancel your subscription during any billing period, you will not be entitled to a refund for any portion of such billing period.  We reserve the right to charge and collect Fees incurred before your cancellation takes effect.

4. Fixed Price Products

Title to a fixed price Product (such as fitness equipment, apparel, or nutritional supplements) (a “Fixed Price Product”) will pass to you when you provide full payment for the Fixed Price Product or when you receive the Fixed Price Product, whichever is the later.

Risk of loss or damage to the Fixed Price Products shall pass to you on the date that we provide the Fixed Price Product to a third party for delivery to you.

Any estimates made in relation to any delivery date of Fixed Price Products are estimates only, and we provide no warranty or representation that such an estimate will be correct. By ordering a Fixed Price Product you agree that timing is not of the essence with regard to delivery of Fixed Price Products.

The published price of the Fixed Price Products will be exclusive of all applicable taxes, unless we have stated otherwise.

5. Availability of Products

The availability and use of our Products may be limited based on demographic, geographic, health or other criteria as we may establish from time to time.  You understand and agree we may disallow you from subscribing to, purchasing, or accessing any of our Products at any time based on these criteria. For example, pregnant women, and individuals under the age of 18 may not be be able to subscribe to our Fee-Based Products. Further, we may limit access to certain Products only to individuals currently attending meetings organized or controlled by us.

6. Ownership; Content

You acknowledge that this Website contains information, software, photographs, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles, audio, images and other materials (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. SP Health or its partners and affiliates own and retain all proprietary rights to the Website and the Content.  You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is downloaded to your computer, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.

7. Restrictions on Use of Materials

Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited right to access and use this Website and the material provided hereon for your personal, non-commercial use, provided that you comply fully with the provisions of these Terms & Conditions.  The Website (including any Products) are for the personal use by our users only and may not be used in connection with any commercial endeavors. Illegal and/or unauthorized use of the Website, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website will be investigated, and may result in the termination or cancellation of your access to, or use of, the Website. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from user profiles without notice and may result in termination of membership privileges. Legal action may be taken by us for any illegal or unauthorized use of the Website. 

8. Privacy and Security

We are committed to protecting your privacy and security.  For more information, you should review our Privacy Policy.  By agreeing to these Terms & Conditions, you also consent to the collection and use of your Personal Information in accordance with the Privacy Policy. 

Please note that all credit card payments are transmitted using 128-bit Secure Socket Layer (SSL) encryption.

9. Becoming a Registered User

There is no cost to being a public user of this Website.  You do not have to become a registered user to use this Website.  However, if you do not register, you may be precluded from using certain products, offerings, features, or resources of this Website.  You must register in accordance with instructions that you will find on this Website to participate in, and to contribute to, any Forum or use of the My Account feature of this Website.  A "Forum" means any Community Section, message board, bulletin board, or similar activity where you and other users of this Website can communicate.  If you elect to become a registered user of this Website, you agree to provide us with true, accurate and complete information about yourself ("Registered User Data"), and to maintain and promptly update the Registered User Data to keep it accurate.  Without limiting any other provision of these Terms & Conditions, if you provide any information that is untrue, inaccurate or incomplete, or we have reasonable grounds to suspect that this is the case, we reserve the right to suspend or terminate your user account and refuse any and all current or future use of this Website (or any portion thereof).  You agree not to assign, transfer or sublicense your rights as a registered user of this Website.

10. Community Standards and Conduct Guidelines

You acknowledge that all information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials posted, emailed, or otherwise transmitted by third parties to, on or through this Website, whether posted at our request or voluntarily, and whether publicly posted or privately transmitted (collectively, the "Postings"), are the sole responsibility of the person who made such Postings.  This means that you are entirely responsible for all Postings that you post, email or otherwise transmit to, on or through this Website.  We do not control the Postings of others and, as such, you agree that we have no responsibility for the accuracy, integrity or quality of such Postings.  Although we have adopted community standards and conduct guidelines for the users of this Website (as described below), you understand that by using this Website, you may be exposed to Postings that are (without limitation) inaccurate, offensive or objectionable.  To the maximum extent permitted by applicable law under no circumstances will we be liable in any way for any Postings, including, but not limited to, for any errors or omissions in any Postings, or for any loss or damage of any kind incurred as a result of the access to or use of any Postings posted, emailed or otherwise transmitted to, on or through this Website.

You agree not to use this Website (including any Forums) to do, or attempt to do, any of the following (as to which you agree to accept us as sole arbiter in our absolute discretion):

  1. upload, post, email or otherwise transmit any Postings or other materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, defamatory, invasive of another's privacy, hateful, or racially, ethnically, religiously, sexually or otherwise objectionable;
  2. harm, wrongly influence or threaten children in any way;
  3. impersonate any person or entity, including, but not limited to, a director, officer, employee, shareholder, agent or representative of SP Health, our Affiliates or any other person or entity, or falsely state or otherwise misrepresent an affiliation with us, any of our Affiliates or any other person or entity;
  4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Postings or other materials transmitted to, on or through this Website;
  5. upload, post, email or otherwise transmit any Postings or other materials that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment or other contractual relationships or under non-disclosure agreements);
  6. upload, post, email or otherwise transmit any Postings or other materials that infringe upon any patent, trade mark, trade secret, moral right, copyright, right of privacy or publicity or other proprietary rights of any party; 
  7. upload, post, email or otherwise transmit any unsolicited or unauthorized advertising or promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes" or any other form of commercial solicitation or promotion, except in those areas, if any, that are specifically designated for such purpose;
  8. upload, post, email or otherwise transmit any Postings or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy, limit, compromise, delay or divert the functionality of any computer software or hardware or telecommunications equipment;
  9. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of a Forum (or other portion of this Website) are able to type, or otherwise act in a manner that negatively affects other users' ability to use any Forum;
  10. interfere with or disrupt this Website or servers or networks connected to this Website, or disobey any requirements, procedures, policies or regulations of networks connected to this Website;
  11. intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to, any law and/or regulations having the force of law;
  12. "stalk" or otherwise harass another user of this Website or employee of SP Health or of any of our Affiliates;
  13. collect or store personal data or attempt to collect or store personal data about other users of this Website; or
  14. upload, post, email or otherwise transmit information which purport to be medical, health or weight-loss advice or advice of any other nature whatsoever. 

Your privilege to use this Website (including the Forums) and to contribute to discussions on the Forums depends on your compliance with the community standards and conduct guidelines set forth above.  We may revoke your privileges to use all or a portion of this Website and/or take any other appropriate measures to enforce these community standards and conduct guidelines if violations are brought to our attention.  Further, if you fail to adhere to our community standards and conduct guidelines, we may terminate, in our sole discretion and without providing any reasons, your use of, or participation in, any Forum.

All Forum communications, including, but not limited to, message board communications, are public and not private communications.  We reserve the right to monitor any areas of this Website (including any Forum) for adherence to the community standards and conduct guidelines set forth above or for any other purpose, but you agree we have no obligation or duty to do so and you release us from any such obligation or duty.  You acknowledge that, by providing you with the ability to distribute Postings in the Forums, we are acting as a passive conduit for such distribution and we are not undertaking any obligation or liability relating to any Postings or activities in any Forum.  Although we reserve the right to remove, without notice, any Forum posting for any or no reason, we have no obligation to delete Postings that you may find objectionable or offensive. 

11. Submissions

If, at our request or on your own, you send, email, post or otherwise transmit to us or this Website information, software, know-how, techniques, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles, stories about yourself, or other materials (including, but not limited to, posting, emailing, or otherwise transmitting Postings on any Forum) (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, our property.  Except as provided in our Privacy Policy, none of the Submissions shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Submissions.  Without limitation of the foregoing, you grant us and our successors and assigns (despite any moral rights you may have in relation to which you hereby consent, for the benefit of SP Health and any Affiliates to any act or omission on the part of SP Health or any Affiliates, whether occurring before or after your use of this Website) a royalty-free, perpetual, irrevocable, unconditional, non-exclusive right and licence (as well as consent) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform, enter into commercial rental arrangements in respect of and display any Submissions (in whole or in part and with or without the use of your name or any other form of recognition of the source or authorship of any such Submission) worldwide and/or to incorporate the Submissions or any of them in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trade marks and other intellectual, personal and proprietary rights (collectively, the "Rights") that may exist in such Submissions.

By making any Submissions, you give up any claim that any use of a Submission, or any part or derivative element of a Submission, violates any of your rights including moral rights, privacy rights, proprietary or other property rights, publicity rights, rights to credit for material or ideas, or any other right, including the right to approve the way SP Health or any Affiliate uses such material.  SP Health and/or any Affiliate is free to use, without any compensation to you, any Submission you send to us or this Website for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such Submission.  However, you agree and understand that neither SP Health nor any Affiliate is obligated to use any Submissions and you have no rights to compel such use.

You warrant to SP Health and its Affiliates that:

  1. you own or otherwise control all of the rights in or to your Submissions including, without limitation, all the rights necessary for you to send, email, post or otherwise transmit to us the Submissions;
  2. any third party holder of any Rights, including moral rights in such Submissions, has validly and irrevocably granted to you the right to grant the Rights and give the consent stated above; and
  3. each person depicted in any images, photos and/or videos contained in your Submissions (if any) has consented to the use of such images, photos and/or videos in accordance with the above licence; and
  4. each of SP Health and the Affiliates and their successors and assigns shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without being obliged or required to give or pay any compensation to the provider of the Submissions or any third party holder of any Rights. 

12. Children

This Website is not for use by any person less than eighteen (18) years of age and is not directed to children.  This Website is for use and access by individuals who are eighteen (18) years or older.

13. Links

These Terms & Conditions apply only to this Website, and except as expressly provided herein, and not to the websites of any other person or entity.  We may provide, or third parties may provide, links to other websites or resources.  We encourage you to read the terms and conditions of use, and privacy policy guidelines, of such other website before conducting any material use of, or access with, that website.  You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising products or other materials, goods or services on or available from such websites or resources.  You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is suffered by or alleged to have been suffered by you, in connection with your use of, or reliance on, any content, advertisements, products or other resources, goods or services available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources).  You should direct any concerns with respect to any other website to that website's administrator or webmaster. 

14. Third Party Products and Services

You may order services, merchandise or other products through this Website from other parties (collectively, the "Third Party Sellers").  All matters concerning the services, merchandise and other products promoted by or available from the Third Party Sellers, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the Third Party Sellers.  We make no warranties or representations whatsoever with regard to any services, merchandise and other products provided by the Third Party Sellers.  You will not consider us (and we will not be construed as):

  1. a party to any such transaction, whether or not we may have received some form of revenue, fee, commission, benefit or other remuneration in connection with such transaction;
  2. liable to you or any other person for any costs or damages arising out of or relating to, either directly or indirectly, such transaction; and
  3. as required to disclose to you or any other person any of the terms or conditions upon which we are or may become entitled to any such revenue, fee, commission, benefit or remuneration. 

15. Contests and Survey

This Website may contain contests, invitations to participate in contests or surveys that request you to send in to us or post on this Website material or information about yourself.  Each contest or survey will have its own rules, and you must read and agree to all those rules prior to entering into any such contest or responding to any survey.

Participation in these contests or surveys is completely voluntary and the user therefore has a choice whether or not to disclose any information that may be requested in connection with such contests or surveys.  

16. Disclaimers of Warranties

THE WEBSITE, THE PRODUCTS AND THE SERVICES PROVIDED ARE PROVIDED "AS-IS" AND WE EXPRESSLY DISCLAIM ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF OUR WEBSITE AND/OR ANY SERVICE WE PROVIDE.

NEITHER WE, NOR ANY OF OUR AFFILIATES, NOR ANY OF OURS OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS, OR SUPPLIERS ARE RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY COMPUTER EQUIPMENT, SOFTWARE, OR ANY FAILURE OF THIS WEBSITE OR ANY FUNCTION CONTAINED IN THIS WEBSITE, AND WE DO NOT WARRANT THAT ANY DEFECTS WILL BE CORRECTED OR THAT THIS WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ARE USING OUR WEBSITE AND THE SERVICES WE PROVIDE AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY INJURY TO YOU OR YOUR PERSONAL COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION IN OUR WEBSITE OR FROM DOWNLOADING ANY MATERIALS OR CONTENT FROM THE WEBSITE.

WE MAKE NO WARRANTIES OR ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, SERVICES, CONTENT AND MATERIALS IN THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

WE ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR MEMBER OF THE WEBSITE. 

You acknowledge that, by undertaking any nutritional or fitness regime on the website or using any of our products, you are doing so voluntarily and you are aware that there may be dangers in participating in DOING SO.  You agree to USE THE WEBSITE AND OUR PRODUCTS in a manner that is not reckless or dangerous to yourself or other people.

FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THIS WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS & CONDITIONS.

17. Limitation of Liability

YOU UNDERSTAND AND AGREE THAT, TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFIT DAMAGES ARISING FROM (A) YOUR USE OR INABILITY TO USE THE WEBSITE OR ANY PRODUCT (B) THE USE OF ANY CONTENT, MATERIAL OR SERVICES WE PROVIDE, (C) STATEMENTS OR CONDUCTS OF ANY USER OF THE WEBSITE OR OTHER THIRD PARTY ON THE WEBSITE, (D) OR ANY OTHER MATTER RELATING TO OUR WEBSITE OR ANY PRODUCT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO US FOR THE APPLICABLE SERVICE OR PRODUCT.  YOUR SOLE AND EXCLUSIVE REMEDY IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR WEBSITE, OUR SERVICES WE OFFER, OR OUR TERMS & CONDITIONS IS TO DISCONTINUE YOUR USE OF THIS WEBSITE.  IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

18. Indemnification

You agree to indemnify, hold harmless, and defend the Website, us and our Affiliates, and each of their respective subsidiaries, affiliates, officers, agents, and other partners and employees, from any and all loss, liability, claim, or demand, including but not limited to reasonable attorneys' fees and expenses, made by any third party due to or arising out of your improper use of the Website or our products or offerings, your violation of these Terms & Conditions, any misrepresentation or breach of a warranty given by you in accordance with these Terms & Conditions, or your (or any person using your account) infringement or misuse of any intellectual property of any person or entity.

19. Disputes

These Terms & Conditions shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of this Website or these Terms & Conditions shall be filed only in the state or federal courts located in Los Angeles County in the State of California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

In any action against us arising from the use of this Website, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, and reasonable attorney's fees.

20. Miscellaneous Terms

Severability 
If any provision of these Terms & Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms & Conditions and shall not affect the validity and enforceability of any remaining provisions. 

Entire Agreement
 
These Terms & Conditions, together with other documents incorporated by reference, are the entire agreement between you and us relating to the subject matter herein.  

Modification of Terms 
These Terms & Conditions may be modified only by our posting of changes to these Terms & Conditions on this Website, or by written agreement between you and SP Health.  Each time you access this Website, you will be deemed to have accepted any such changes. 

Assignment 
We may assign our rights and obligations under these Terms & Conditions.  These Terms & Conditions will inure to the benefit of our successors, assigns and licensees. 

No waiver 
The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Terms & Conditions, or to exercise any right under these Terms & Conditions, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. 

21. Copyright Complaints

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. We reserve the right to terminate membership privileges of any Member who we believe infringes upon the intellectual property rights of others. 

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been posted on the Website in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Website; (d) your name, mailing address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices with respect to the Website should be sent to our Copyright Agent.

(Last modified as of April 18, 2012