The following terms of use ("Terms") govern access and use by you (“you”, “your”) of the Personal Remedies API. Personal Remedies API is also known as Nutridigm and is composed of application programming interfaces, software, code, specifications, documentation and related materials (the "Nutridigm"). Nutridigm is made available and provided by Personal Remedies LLC (“PR”) through PR’s web site, Nutridigm site (collectively referred to as the "Site"), and PR staff. Nutridigm, the Site and PR staff strive to provide health, nutrition, and food-disease interaction information and content (“PR Content”) that you can use to enhance your products and services to your customers, prospects, employees and partners.

You understand that any grant of rights to you to use or access the Nutridigm and/or the PR Content is conditioned upon and subject to your acceptance of these Terms and you acknowledge and understand that by accessing and/or using the PR Content and Nutridigm, you consent to be bound by these Terms.

1. License

Subject to these Terms, PR grants you a limited, non-exclusive, non-assignable, non-transferable license under PR’s intellectual property rights during the Term of this agreement to use the Nutridigm to develop, test, and support your application, web site, or other platform, and to let your customers use your integration of the Nutridigm within your application, web site, or other platform.

2. Terms and Conditions of License

You hereby agree to abide by the following non-exclusive list of terms and conditions in using or accessing the Nutridigm and/or the PR Content and acknowledge that the license granted under these Terms is conditioned upon such compliance:

• You are prohibited from selling or reselling the right to users to access or use the PR Content.
• You are prohibited from copying or archiving, in digital or non-digital form, any of PR Content and/or collecting any data from PR Content, without PR’s prior written consent.
• You agree to use the Nutridigm in a manner that complies with all applicable laws, rules, and/or regulations and you are prohibited from modifying, adapting, appropriating, reproducing, distributing, translating, creating derivative works or adaptations of, publicly displaying, republishing, repurposing, selling, trading, or in any way exploiting the Nutridigm, PR Content, or Site except as expressly authorized by PR by these Terms.
• You hereby acknowledge and agree that PR reserves the right to restrict access to, modify, suspend, or terminate the Nutridigm or any or all of the PR Content and that the availability of Nutridigm and/or the PR Content is not guaranteed and is subject to change.
• PR reserves the right in any and all instances to request that you provide examples and/or other information or materials concerning any proposed use of the Nutridigm, prior to or after any use or access by you of the Nutridigm and to give or revoke approval for any such use or access, in its sole discretion.
• As a condition for your use of and access to the Nutridigm, you agree to include and feature any logo provided by PR and hyperlink(s) to the Site in connection with your use of the Nutridigm and/or the PR Content.
• You agree that, without your prior consent, PR may publicly refer to you as a licensee of the Nutridigm, orally or in writing, and that PR may also publish your name and logo, on the Site, in press releases, and in PR promotional materials, with or without mention of or link to your use or application that incorporates the Nutridigm or PR Content.
• As a condition for your use of and access to the Nutridigm, you agree not to remove, change, or otherwise hide any PR or third party copyright or other proprietary notice or any hyperlinks included within any PR Content.
• You are prohibited from using or accessing the Nutridigm in order to monitor or benchmark the performance, availability, or functionalities of the Site or any services offered by and through PR.

3. Proprietary Rights

You hereby acknowledge that PR owns all rights, title, and interest, including all intellectual property rights, in and to, the: 1) Nutridigm, and all elements, components, code, modules, and executables of the Nutridigm; 2) any and all PR Content made available by and through the Nutridigm, Site or PR staff; 3) the Site; and 4) any branding, logos, or other trademarks of PR or PR goodwill (collectively, all such materials shall be herein referred to as the “PR Materials”). Except for the express licenses granted in these Terms, PR does not grant you any right, title, or interest in any of the PR Materials.

4. Modifications and Updates to Nutridigm, PR Content and PR Materials

PR reserves the right, to update, modify, or alter the Nutridigm, PR Content and PR Materials at its sole discretion and often. You understand and acknowledge that such updates, modifications, or alterations can or may adversely impact any of your applications or other uses that incorporate or access the Nutridigm and that, in such instances, you bear sole responsibility, at your own expense, for making any updates, modifications, or alterations to any of your applications or other uses that incorporate or access the Nutridigm. PR will attempt (but does not guarantee) to provide minimum of a month’s notice to you of updates, modifications, or alterations to the Nutridigm in those instances where such updates, modifications, or alterations substantially affect the functionality of the Nutridigm, by posting notice on the Site. However, you acknowledge that in some cases PR may have to make immediate updates, modifications, or alterations to the Nutridigm, in which case PR will attempt to provide you with a reasonable amount of advance notice under the circumstances.

5. Feedback & Communications

• PR welcomes your ideas, concerns, comments, suggestions, or feedback regarding the Nutridigm (collectively, "Feedback"), and you hereby agree that PR is permitted and fully authorized to use, disclose, reproduce, license or otherwise distribute, and exploit any or all such Feedback in its sole discretion, entirely without any fees, obligations or restrictions including but not limited to any of your intellectual property rights.
• You acknowledge and agree that PR may send you certain communications related to the Nutridigm that are mandatory for your use of the Nutridigm and which you cannot opt out from.
• You can contact PR regarding the Terms or use of Nutridigm via email: info@personalremedies.com.

6. Free Version of Nutridigm for Personal Use

You acknowledge and agree the free version of the Nutridigm is intended for personal use and that, accordingly, you are prohibited from using the free version of the Nutridigm in connection with any commercial or business purpose, or within any enterprise including not-for-profit, private or public organizations, without PR’s express authorization.

7. Term and Termination

• The rights duties and obligations under these Terms shall commence on the date upon which you agree to these Terms and shall continue until such time as you discontinue using the Nutridigm, or PR terminates your access to the Nutridigm and/or PR Content, or PR terminates this agreement, or combinations thereof.
• PR reserves the right to discontinue the availability of the Nutridigm at any time, for any reason whatsoever. PR may also impose limits on certain features and services or restrict your access to some or all of the Nutridigm or the Site. All PR rights in these Terms may be exercised without prior notice or liability to you. PR reserves the right, in its sole discretion, to suspend or terminate your use of the Nutridigm at any time if PR believes you have violated these Terms or, if PR, in its sole discretion, determines the use or access to the Nutridigm by you or your application is inconsistent with PR’s business interests or the interests of any users.
• In the event this agreement between you and PR under these Terms is terminated for any reason: 1) all rights and licenses granted to you under these Terms shall immediately cease and terminate with no further effect; 2) you shall forthwith destroy any and all PR Confidential Information in your possession or control; and 3) you shall forthwith and permanently delete all PR Content which you used and/or stored/archived in connection with your use of the Nutridigm, the Site and PR Materials. PR may request that you certify in writing your compliance with this section. You agree that PR shall bear no liability by virtue of terminating this agreement.

8. Confidential Information

You understand that as a result of your use of the Nutridigm, from time to time, you may receive or be given access to various items non-public information, code, software, documentation and/or other materials relating to the Nutridigm or PR’s business and PR’s products, which is confidential and proprietary to PR (the "Confidential Information"). Your use of any such Confidential Information is strictly limited to that which is necessary in exercising your rights granted in these Terms and you understand that you are restricted from disclosing any such Confidential Information to any third party without PR’s prior written consent. You hereby undertake to use a reasonable level of care, and in no event less that the level of care you use in protecting your own confidential and proprietary information, to safeguard against the unauthorized use, access, or disclosure of the Confidential Information.

9. Modifications to Terms

These Terms may be amended or modified at any time from time to time by PR in its sole discretion, by posting notice on the Site or by otherwise providing notice to you. Your continued use of or access to the Nutridigm after any such changes constitutes your acceptance of the amendments to these Terms and should you not accepts such changes, you agree that your only recourse is to terminate this license at such time as such changes are implemented.

10. Representations

In order to be granted the License under these Terms, you represent and warrant that you have all necessary power and authority to enter into this agreement and be bound by these Terms, either on your own behalf or on the behalf of an employer and/or an entity and that you (or such employer and/or entity) will comply with these Terms.

11. Indemnification

You agree to defend, hold harmless and indemnify PR, and its affiliates, and their respective directors, officers, agents, employees, advertisers, and partners, from and against any third party claim arising from or in any way related to your use of the Nutridigm, any PR Content made available by and through Nutridigm and any other PR materials or intellectual properties, violation of these Terms, or any other actions connected with your use of the Nutridigm, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and reasonable attorneys’ fees, of every kind and nature.

12. Warranty Disclaimer

While PR endeavors to make the Nutridigm continuously available, PR cannot and does not guarantee any up-time or availability for the Nutridigm and/or the PR Content, or PR Materials.

• PR DOES NOT PROVIDE MEDICAL ADVICE. UNLESS EXPLICITLY STATED OTHERWISE, THE INFORMATION PROVIDED BY PR IS NOT APPROPRIATE FOR CHILDREN, EXPECTANT MOTHERS, AND BREAST FEEDING MOTHERS.
• THE PR CONTENT AND NUTRIDIGM DATA ARE PROVIDED FOR EDUCATIONAL PURPOSES ONLY, AND ARE IN NO WAY INTENDED TO DIAGNOSE, CURE, OR TREAT ANY MEDICAL, DIETARY, FOOD ALLERGY, OR OTHER CONDITION. IT IS STRONGLY RECOMMENDED TO ALWAYS SEEK THE ADVICE OF A QUALIFIED AND LICENSED PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER PRIOR TO STARTING ANY NEW DIET AND ASK SUCH HEALTH PROVIDER OR PHYSICIAN ANY AND ALL QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION, MEDICATION OR FOOD ALLERGY. IN ADDITION TO ALL OTHER LIMITATIONS AND DISCLAIMERS IN THIS AGREEMENT, PR DISCLAIMS ANY LIABILITY OR LOSS IN CONNECTION WITH ACCESS TO OR USE OF PR CONTENT AND NUTRIDIGM.
• THE PR MATERIALS ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND PR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT. SOME OF THE PR MATERIALS ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. PR DOES NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE PR MATERIALS ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. YOUR USE OF THE PR MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE PR MATERIALS INCLUDING FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PR OR THROUGH OR FROM PR WEBSITE OR PR SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.

13. Limitation of Liability

YOU AGREE TO THE FOLLOWING LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW: YOU EXPRESSLY UNDERSTAND AND AGREE THAT PR WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE PR MATERIALS; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN THE PR MATERIALS OR ANY PR SERVICES; OR (5) ANY OTHER MATTER RELATING TO THE PR MATERIALS OR ANY PR SERVICES. UNDER NO CIRCUMSTANCES WILL PR’S AGGREGATE, CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, UNDER ANY THEORY OF LIABILITY, EXCEED U.S. ONE HUNDRED DOLLARS (U.S. $100).

14. Entire Agreement

These Terms constitute the entire and only agreement between PR and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Nutridigm, the PR Content, and the products or services provided by or through the Site, and the subject matter of this Agreement. Any modification to these Terms by you must be agreed to by the parties in a signed writing. You may not assign any of the rights or obligations granted hereunder, except with the express written consent of PR, and any attempted assignment in violation of this paragraph is void. PR may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

15. Choice of Law

Subject to the arbitration clauses included below, if there is any dispute arising out of the Site and Nutridigm, by using the Nutridigm, you expressly agree that any such dispute shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the Commonwealth of Massachusetts, in Suffolk County, for the resolution of any such dispute. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under these Terms shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (”JAMS”) by arbitrators appointed in accordance with such rules. The arbitration shall take place in Boston, MA in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement and these Terms shall be entitled to costs and attorneys' fees. If any part of this Agreement or these Terms are held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

16. Miscellaneous

You understand that nothing contained in these Terms shall create or imply any partnership, employment relationship, agency or joint venture.

Revision 2 (Oct 2021)

info@personalremedies.com