Terms and Conditions of Use : Fatburn America

Terms and Conditions of Use

These Terms and Conditions of Use (the “Agreement”) set out the terms on which FATBURN AMERICA, LLC, doing business as MetabAGUIDE-DNA (“MetabAGUIDE-DNA” or “we”) will provide MetabAGUIDE-DNA software and services on the MetabAGUIDE-DNA website, https://app.MetabAGUIDE-DNA.com/authlogin, and other MetabAGUIDE-DNA controlled or operated websites and through MetabAGUIDE-DNA's mobile device applications (the “Mobile App” and collectively, the “Service”) to you, a user of the Service (“You” or “User”), as well as the benefit of this Agreement to any MetabAGUIDE-DNA officer, director, employee or agent of MetabAGUIDE-DNA or corporate entity affiliated with MetabAGUIDE-DNA (each, a “MetabAGUIDE-DNA Affiliate”).

By providing Your email address and creating an account as a User of the Service, or by otherwise using the Service, You agree to comply with and be bound by this Agreement, which we may change at any time by posting notice on the Service. Users bound by this Agreement include both those using MetabAGUIDE-DNA for their own diet and exercise goals (sometimes referred to as “Individual Users”) and coaches using MetabAGUIDE-DNA to provide coaching services and advice to others (referred to as “Coaches”). PLEASE READ THIS AGREEMENT CAREFULLY, AND PLEASE CHECK THESE TERMS AND CONDITIONS PERIODICALLY FOR CHANGES. If You do not agree to these terms and conditions, please do not use the Service.

Registration
If You register as a User, You represent and warrant to MetabAGUIDE-DNA that: (i) You are of legal age to form a binding contract; (ii) You will provide MetabAGUIDE-DNA with accurate, current and complete registration information; and (iii) Your registration and Your use of the Service is not prohibited by law. MetabAGUIDE-DNA reserves the right to suspend or terminate Your registration, or Your access to this Service, with or without notice to You, in the event that You breach any term of this Agreement.
Downloading Mobile App
You may access the Mobile App which can be downloaded from an applications store or applications distribution platform, such as the Apple Mobile App Store or Google Play, (the “Mobile App Provider”). You acknowledge and agree that: (i) these Terms & Conditions are entered into between us, and not with the Mobile App Provider, and that we are solely responsible for the Mobile App (not the Mobile App Provider); (ii) the Mobile App Provider has no obligation to furnish any maintenance and support services with respect to the Mobile App; (iii) the Mobile App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Mobile App or your possession and use of the Mobile App, including, but not limited to: (a) product liability claims; (b) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; (iv) in the event of any third party claim that the Mobile App or your possession and use of that Mobile App infringes that third party’s intellectual property rights, we will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms & Conditions; (v) the Mobile App Provider and its subsidiaries are third party beneficiaries of these Terms & Conditions as it relates to your license of the Mobile App, and that, upon your acceptance of these Terms & Conditions, the Mobile App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms & Conditions as related to your license of the Mobile App against you as a third party beneficiary thereof; and (vi) you must also comply with all applicable third party terms of service when using the Services.(vii)The Service is not directed at Users under the age of 18. If You are under the age of 18, You are not permitted to register as a User or use the Service.
Ownership of the Service and Related Intellectual Property
All the text, images, marks, logos, compilations (meaning the collection, arrangement and assembly of information), data, other content, software and materials displayed on the Service or used by MetabAGUIDE-DNA to operate the Service, excluding any User Content (as defined below) is proprietary to us or to third parties. MetabAGUIDE-DNA expressly reserves all rights, including all intellectual property rights, in all of the foregoing, and except as expressly permitted by this Agreement, any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or other exploitation of them is strictly prohibited.

The mark “MetabAGUIDE-DNA” is a registered trademark and it may not be used in connection with any service or products other than those provided by MetabAGUIDE-DNA, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits MetabAGUIDE-DNA. Any use of such mark, or any others displayed on the Service, will inure solely to the benefit of MetabAGUIDE-DNA.
Your Registration and User Content
The information You submit to us as part of Your registration, and any data, photographs, text, graphics, video, and other material that You submit or post to MetabAGUIDE-DNA, including genetic test results (“User Content”), remain Your intellectual property, and MetabAGUIDE-DNA does not claim any ownership of the copyright or other proprietary rights in such information and User Content. Notwithstanding the foregoing, You agree that MetabAGUIDE-DNA may retain copies of all registration information and User Content and use such information and User Content as reasonably necessary for or incidental to its operation of the Service and as described in the Agreement and the MetabAGUIDE-DNA Privacy Policy, and You grant MetabAGUIDE-DNA the non-exclusive, worldwide, transferable, perpetual, irrevocable right to publish, distribute, publicly display and perform the User Content in connection with the Service and as provided for in the MetabAGUIDE-DNA Privacy Policy.
License to Use the Service
Subject to the terms of this Agreement, MetabAGUIDE-DNA authorizes You to use the Service for Your personal, non-commercial purposes. The Service includes certain premium features and services that MetabAGUIDE-DNA offers for a fee (“Premium Services”); You are only authorized to use Premium Services if You have paid the applicable fees. You may not remove any copyright,trademark or other proprietary notices that have been placed in the Service. Except as expressly permitted above, modification, reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting in any way the Service, or any portion of the Service, is strictly prohibited without the prior written permission of MetabAGUIDE-DNA. The Service is licensed, not sold, and You obtain no rights in any copy of software related to the Service other than the rights described in this paragraph.

You agree, and represent and warrant that Your use of the Service, or any portion thereof, will be consistent with the foregoing license, covenants and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, You agree that You will comply with all applicable laws, regulations and ordinances relating to the Service or Your use of it, and You will be solely responsible for Your own individual violations of any of any such laws.

We retain the right to implement any changes to the Service (whether to unpaid or Premium Services) at any time, with or without notice. You acknowledge that a variety of MetabAGUIDE-DNA actions may impair or prevent You from accessing the Service at certain times and/or in the same way, for limited periods or permanently, and agree that MetabAGUIDE-DNA has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to You, any content or services.
Payment
1. Fees and Premium Services
  If You purchase any Premium Services, either on a one-time or subscription basis, You will pay MetabAGUIDE-DNA the applicable fees and any related taxes (other than taxes on MetabAGUIDE-DNA's income). MetabAGUIDE-DNA may change its fees at any time by publishing written notice on the Service. You authorize MetabAGUIDE-DNA to charge the applicable fees to the payment card that You submit to MetabAGUIDE-DNA, and agree that MetabAGUIDE-DNA and any MetabAGUIDE-DNA Affiliate may store Your payment card information. You will pay all fees and taxes as they become due. Your obligation to pay fees continues through the end of the subscription period during which You cancel Your subscription. If Your payment card issuer or bank does not honor charges You have paid using Your card, You will remain directly liable to MetabAGUIDE-DNA for all unpaid amounts. If You fail to pay applicable fees, MetabAGUIDE-DNA reserves the right to charge interest at the rate of 1.5% per month, or the maximum amount permitted by law (if lower). You may cancel Your Premium Services here. You also acknowledge that Premium Services are subject to this Agreement and any additional terms related to the provision of the Premium Service.
  
  Nonpayment of any fees or other sums due to MetabAGUIDE-DNA or any other party related to Your use of the Service will result in Service termination. We may, at our discretion, also appoint an outside debt collection agency to collect amounts owed to us. You agree to reimburse us for all costs that we incur in enforcing our collection of Your unpaid amounts, including debt collection agency fees, reasonable attorneys' and legal fees and court costs.
  
  All overcharges or billing disputes must be reported within 30 days of the time that the dispute occurred. If You dispute a charge to Your payment card issuer that, in our reasonable judgment, is a valid charge under the provisions of this Agreement, You agree to pay us an additional charge (“Administration Charge”) to investigate the matter. We will refund any such Administration Charge if our investigation finds that Your action in disputing the charge to Your card issuer was justified because the charge was not valid under the provisions of this Agreement.
  
  For the purposes of our lifetime Premium subscription, lifetime constitutes 100 years or until the date FitNow, Inc. ceases to commercially offer the Products.
2. Automatic Renewal Options
  By signing up for certain subscriptions, You agree that Your subscription will be automatically renewed. Unless You cancel Your subscription, You authorize us to charge Your payment method for the renewal term. The period of auto-renewal will be the same as Your initial subscription period unless otherwise disclosed to You at the time of subscription purchase. The renewal rate will be no more than the rate for the immediately prior subscription period, excluding any promotional and discount pricing, unless we notify You of a rate change prior to Your auto-renewal. You must cancel Your subscription in accordance with the cancellation procedures disclosed to You for the particular subscription. We will not refund fees that may have accrued to Your account and will not prorate fees for a cancelled subscription. From time to time, we may offer a free trial subscription for a service. If You register for a free trial subscription, we will begin to bill Your account when the free trial subscription expires, unless You cancel Your subscription before that time.
3. Refund Policy
  All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. All Premium Services and Your rights to use them expire at the end of the paid period of Your Premium Services account.
Forums, Chat Spaces and Blogs
A number of Service features, such as the feature allowing You to share diet information with friends, and any chat areas and blogs, offer opportunities for sharing information with others (the “Interactive Features”). MetabAGUIDE-DNA does not edit or control User Content that You and other Users post to or distribute through the Interactive Features, and will not be in any way responsible or liable for User Content. MetabAGUIDE-DNA does not vet or control the Users or other individuals that use the Service or Interactive Features. MetabAGUIDE-DNA shall not be liable for any loss or damage that any person may suffer as a result of using Interactive Features. All Users use the Interactive Features at their own risk. Users should exercise caution in interacting with unknown persons that they meet using the Interactive Features in the same way that they would exercise caution in the physical world.
No User of any Interactive Feature shall:
1. use a Interactive Feature in violation of, or in connection with any violation of, any local, state, national or international laws;
2. impersonate any person or entity, or forge or manipulate headers to disguise the origin of any User Content;
3. except as otherwise permitted by this Agreement, harvest or otherwise collect information about others, including email addresses, without their consent;
4. post any material more than once or “spam”; or
5. engage in any other conduct that restricts or inhibits any other person from using or enjoying any Interactive Feature, User Content, or the Service, or which, in MetabAGUIDE-DNA's sole judgment,exposes MetabAGUIDE-DNA or any officer, director, employee or agent of MetabAGUIDE-DNA (each a “MetabAGUIDE-DNA Affiliate”) to any liability or detriment of any type.
Service Restrictions
No User of this Service shall submit, upload to, distribute through or otherwise post to the MetabAGUIDE-DNA website (including any Interactive Feature) any material that:
1. is libelous, defamatory, threatening, abusive, scandalous, obscene, pornographic or unlawful or that encourages a criminal offense;
2. contains any advertising, promotional, solicitation or other commercial material;
3. contains material from other copyrighted works without the written consent of the owner of such copyrighted material, other than reasonable excerpts permitted under the copyright doctrine of fair use;
4. infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party;
5. contains any statement, formula, direction, recipe, prescription or other matter that involves a reasonably foreseeable risk of injury or damage to the material's readers or others; or
6. contains any software viruses or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
Neither You nor any other party may, without our prior written permission, deep link to, frame, spider, harvest or scrape the Service or User Content, or otherwise access the Service or Content for any purposes, or use any machine, electronic, web-based or similar device to read or extract the Service or User Content by machine based or automated means.
FOOD DATABASE AND DISCLAIMER
As part of the Service, MetabAGUIDE-DNA maintains a food database that contains a combination of nutritional information entered directly by MetabAGUIDE-DNA and nutritional information entered by MetabAGUIDE-DNA’s Services users (“Food Database”). Any User can contribute nutritional information to the Food Database. Please be advised that nutritional information found in the Food Database has not been reviewed by persons with the expertise required to provide you with complete, accurate, or reliable information.

MetabAGUIDE-DNA DOES NOT (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY NUTRITIONAL INFORMATION IN THE FOOD DATABASE; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY SUCH NUTRITIONAL INFORMATION. UNDER NO CIRCUMSTANCES WILL NOOM BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON NUTRITIONAL INFORMATION.

You are solely responsible for ensuring that any nutritional information in the Food Database is accurate, complete and useful. Nutritional information in the Food Database may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of MetabAGUIDE-DNA.
MetabAGUIDE-DNA reserves the right (but is not obligated) to do any or all of the following:
1. record User Content;
2. Investigate an allegation that User Content or User registration information does not conform to the terms and conditions of this Agreement;
3. remove User Content or User registration information that is abusive, illegal or disruptive, or that otherwise fails to conform with the terms and conditions of this Agreement;
4. monitor, edit or disclose any User Content or User registration information, and otherwise generally monitor Your use of the Service; or
5. edit or delete any User Content or User registration information, regardless of whether such content violates any terms and conditions of this Agreement.
MetabAGUIDE-DNA and MetabAGUIDE-DNA Affiliates have no liability or responsibility to Users of the Service or any other person or entity for performance or nonperformance of the aforementioned activities.
Links to Third Party Website Are Not Endorsements
The MetabAGUIDE-DNA website or application may contain links to third party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by MetabAGUIDE-DNA. You should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any of these third parties.
Ideas Submitted to MetabAGUIDE-DNA
MetabAGUIDE-DNA is pleased to hear from You and welcomes Your comments about the Service. In the event that You submit ideas or suggestions for the Service (“Service Comments”), the Service Comments will be deemed, and will remain, the sole property of MetabAGUIDE-DNA. None of the Service Comments will be subject to any obligation of confidence on the part of MetabAGUIDE-DNA, and MetabAGUIDE-DNA and MetabAGUIDE-DNA Affiliates will not be liable for any use or disclosure of any Service Comments. Without limiting the foregoing, MetabAGUIDE-DNA will be entitled to unrestricted use and other exploitation of the Service Comments for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Service Comments.
HEALTH AND MEDICAL SERVICE DISCLAIMER
WE DO NOT PROVIDE PROFESSIONAL MEDICAL SERVICES OR ADVICE. THE SERVICES PROVIDED BY THE WEBSITE AND/OR MOBILE APP DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL ADVICE OR OPINION. NO DOCTOR-PATIENT RELATIONSHIP IS CREATED. USE OF THE SERVICES IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911.

a. No Doctor-Patient Relationship. Any and all services provided by, in and/or through the Service are for informational purposes only. MetabAGUIDE-DNA is not a medical professional, and MetabAGUIDE-DNA does not provide medical services or render medical advice. Nothing contained in the Services should be construed as such advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment, and the information made available on or through the Services should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. YOUR USE OF THE SERVICE DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND ANY OF THE MetabAGUIDE-DNA PARTIES.

You are urged and advised to seek the advice of a physician or a medical professional with any questions you may have regarding your health before beginning any weight loss effort regimen, physical activities or any other plans that may be referenced, discussed or offered under the Service. If you are being treated for an illness, taking prescription medication or following a therapeutic diet to treat a disease, it is especially urged to consult with your physician before using the Service. You represent to us (which representation shall be deemed to be made each time you use the Service), that you are not using the Service or participating in any of the activities offered by the Service for purpose of seeking medical attention. You further agree that, before using the services, you shall consult your physician, particularly if you are at risk for problems resulting from exercise or changes in your diet. If any information you receive or obtain from using the Service that is inconsistent with the medical advice from your physician, you should follow the advice of your physician.
Warranty Disclaimers, Limitations of Liability and Indemnity
You acknowledge that Your diet and exercise activities involve risks, which may involve risk of bodily injury or death, and that You assume those risks. You should consult a licensed/certified healthcare professional prior to beginning or modifying any diet or exercise program that You undertake, and You acknowledge that MetabAGUIDE-DNA has advised You of the necessity for obtaining such consultations. The Service should not be used by pregnant women. The Service is a source of information, but it does not provide medical advice. MetabAGUIDE-DNA makes no representation that MetabAGUIDE-DNA is a provider of medical services as defined by federal and state laws and regulations pertaining to medical providers and other health care related matters, or that MetabAGUIDE-DNA has any obligations with respect to (a) the appropriateness of Your engaging in a weight loss program; (b) the results (or lack of results) obtained by Your use of the Services; and (c) any health-related matters arising in connection with Your use of MetabAGUIDE-DNA. In no event shall MetabAGUIDE-DNA be liable for any death or bodily injury that You suffer, or that You cause to any third party, in connection with Your use of the Service or any diet, exercise or other activity You undertake in connection with Your use of the Service.

Warranties. WITHOUT LIMITATION OF THE FOREGOING, MetabAGUIDE-DNA AND MetabAGUIDE-DNAAFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SERVICE OR USER CONTENT. THE SERVICE AND USER CONTENT ARE PROVIDED IN “AS-IS” CONDITION, AND MetabAGUIDE-DNA AND MetabAGUIDE-DNA AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED TO THE EXTENT PERMITTED BY LAW, INCLUDING: ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM a COURSE OF DEALING AND USAGE OF TRADE; THAT THE SERVICE AND USER CONTENT WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SERVICE AND USER CONTENT, AND AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE OR THE USER CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MetabAGUIDE-DNA OR ANY MetabAGUIDE-DNA AFFILIATE OR THROUGH THE SERVICE OR USER CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

YOU USE THE SERVICE AND USER CONTENT AT YOUR OWN RISK, AND NEITHER MetabAGUIDE-DNA NOR MetabAGUIDE-DNA AFFILIATES WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO ANY OF THEIR OPERATION, USE OR OTHER EXPLOITATION.

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM METABAGUIDE-DNA OR METABAGUIDE-DNA AFFILIATES ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICE OR USER CONTENT, EVEN IF METABAGUIDE-DNA OR METABAGUIDE-DNA AFFILIATES HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

THE MAXIMUM AGGREGATE LIABILITY OF METABAGUIDE-DNA AND METABAGUIDE-DNA AFFILIATES FOR ANY AND ALL DAMAGES ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE OR THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY YOU TO METABAGUIDE-DNA IN THE THREE (3) MONTHS BEFORE THE LIABILITY IS ALLEGED TO HAVE ARISEN, OR, IF NO AMOUNTS WERE PAID DURING SUCH PERIOD, THE AMOUNT OF $1. THIS LIMITATION WILL APPLY WHETHER THE DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

You shall defend, indemnify and hold harmless MetabAGUIDE-DNA and MetabAGUIDE-DNA Affiliates against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys' fees arising in connection with Your use of the Service or Your breach of any provision of this Agreement. MetabAGUIDE-DNA reserves the right the assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which You are obliged to provide indemnification hereunder. You will cooperate with MetabAGUIDE-DNA with respect to such defense and settlement.
Link to the Privacy Statement
MetabAGUIDE-DNA operates the Service under the Privacy Policy published at [http://www.loseit.com/privacy]. We urge You to read this policy now and, because the policy is updated from time to time, later at Your convenience. If we make material changes, as determined by us, in the way in which personal information is collected, used or transferred, we will notify You of these changes by email and by posting a modified version of this Privacy Policy on our website. Your continued use of the Service ten days following any changes means that You accept those changes. Even when we make changes, however, personal information collected by us will be treated in accordance with the version of the Privacy Policy in effect at the time the personal information was collected, unless we obtain Your consent otherwise.
Digital Millennium Copyright Act
MetabAGUIDE-DNA complies with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If You have any complaints or objections to material posted on the MetabAGUIDE-DNA website or application You may contact our Designated Agent at the following address:

You should probably list yourself here or somebody in the company who can handle these complaints

Any notice alleging that materials on this website infringe intellectual property rights must include the following information:
1. 1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other rights being infringed;
  2. a description of the copyrighted work or other intellectual property that You claim has been infringed;
  3. a description of the material that You claim is infringing and where it is located on the website;
  4. Your address, telephone number, and email address;
  5. a statement by You that You have a good faith belief that the use of the materials on the website of which You are complaining is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by You that the above information in Your notice is accurate and that, under penalty of perjury, You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. Counter Notices
If material that You have posted to the website has been removed or disabled, You may file a counter notice pursuant to 17 U.S.C. §512 To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following:
1. a physical or electronic signature of the subscriber;
2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. a statement under penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
4. Your name, address, and telephone number, and a statement that You consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if Your address is outside of the United States, for any judicial district in which MetabAGUIDE-DNA may be found, and that You will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)© or an agent of such person.
Applicable Law and Jurisdiction; Compliance
All disputes arising out of or relating to this Agreement or the Service shall be resolved exclusively by binding arbitration conducted in Wilmington, Delaware before a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect and the further procedures set forth herein. In the event that the American Arbitration Association is unavailable or unwilling to administer the arbitration, and the parties are unable to agree to a substitute, a substitute shall be appointed by the court. The Arbitrator shall have authority to issue any and all remedies authorized by law. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 2 et seq., and the laws of the State of Delaware without reference to principles of conflicts of laws. Notwithstanding any rules of the American Arbitration Association to the contrary, any claims shall be adjudicated on an individual basis, and YOU WAIVE ANY RIGHT TO BRING ANY CLAIM AS A REPRESENTATIVE OF A PROPOSED CLASS, ON AN AGGREGATED OR MASS BASIS, OR AS A PRIVATE ATTORNEY GENERAL, OR TO CONSOLIDATE ARBITRATION PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES THERETO. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties hereto. In connection with any arbitration proceeding pursuant to this Agreement, unless the Arbitrator shall determine otherwise, each party shall bear its own costs and expenses. Notwithstanding the foregoing, You may at Your option file an individual claim in any small claims court for disputes or claims within the scope of its subject matter jurisdiction if such court has personal jurisdiction. MetabAGUIDE-DNA does not hereby waive any defense that such jurisdiction may be lacking in Your state. Without derogation of the parties’ obligation to arbitrate as set forth herein, for any claims other than those in small claims court, jurisdiction for any court proceedings arising out of or relating to this Agreement or the Service shall be vested exclusively in, and venue shall be laid in, the state or federal courts sitting in Wilmington, Delaware, except that, following confirmation of an arbitration award in a state or federal court in Wilmington, Delaware, a judgment arising therefrom may be executed in any court of competent jurisdiction.
Cloud Services
Without limitation of the disclaimers and limitations of liability set forth in Section 12, You acknowledge and agree as follows: (a) we provide the Service using cloud computing services of one or more third party cloud providers (collectively, the “Cloud Providers”); (b) the price at which we could afford to offer the Service would vary if we provided the Service other than using such cloud services; and (c) we shall not be responsible or liable to You for any act, omission or failure of any Cloud Provider.

The Service may depend upon, interact with or enable access to the information, other content, services or websites of third parties (each, a “Third Party Service”), which may in each case be accompanied by separate terms of use. Use of each Third Party Service may require that You accept additional terms of use. You must comply with the applicable terms of use when using the Third Party Service and the Service.
TERM AND TERMINATION
1. Termination. These Terms & Conditions will remain in full force and effect while you use our Service (including the Mobile App). We may terminate your use of, or access to, the Service in accordance with these Terms & Conditions.
2. Effect of Termination Survival. Termination of these Terms & Conditions automatically terminates all rights and licenses granted to you under these Terms & Conditions, including all rights to use the Service, except that all terms that by their nature may survive termination shall be deemed to survive such termination (including, without limitation, intellectual property, disclaimers, limitations of liability, User Content license, governing law and venue). Subsequent to termination, MetabAGUIDE-DNA reserves the right to exercise whatever means it deems necessary to prevent your unauthorized use of the Service, including without limitation technological barriers such as IP blocking and direct contact with your Internet Service Provider.
3. Legal Action. If we, in our sole discretion, take legal action against you in connection with any actual or suspected breach of these Terms & Conditions, we will be entitled to recover from you as part of such legal action, and you agree to pay, our reasonable costs and attorneys’ fees incurred as a result of such legal action. MetabAGUIDE-DNA will have no legal obligation or other liability to you or to any third party arising out of or relating to any termination of these Terms & Conditions
Miscellaneous Provisions
No delay or omission by MetabAGUIDE-DNA in exercising any of its rights occurring upon any noncompliance or default by You with respect to this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by MetabAGUIDE-DNA of any of the covenants, conditions or agreements to be performed by You will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in this Agreement, “including” means “including but not limited to.” If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between You and MetabAGUIDE-DNA regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. You agree that the electronic text of this Agreement constitutes a writing and Your assent to the terms and conditions thereof constitutes a “signing” for all purposes. There shall be no third party beneficiaries to this Agreement other than MetabAGUIDE-DNA Affiliates. In no event shall MetabAGUIDE-DNA be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside MetabAGUIDE-DNA's reasonable control.