PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING THE GOOD MEASURES PLATFORM, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, DO NOT USE THE GOOD MEASURES PLATFORM. THE GOOD MEASURES PLATFORM IS NOT PRESENTLY SUITABLE FOR CHILDREN UNDER THE AGE OF 18. CHILDREN UNDER THE AGE OF 18 MAY USE THE GOOD MEASURES PLATFORM ONLY WITH THE INVOLVEMENT OF A PARENT OR GUARDIAN, AND CHILDREN UNDER THE AGE OF 13 MAY NOT USE THE GOOD MEASURES PLATFORM. YOUR COMPLIANCE WITH THESE TERMS OF USE IS A CONDITION TO YOUR RIGHT TO USE THE GOOD MEASURES PLATFORM. YOUR BREACH OF ANY PROVISION OF THESE TERMS OF USE WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO USE THE GOOD MEASURES PLATFORM.

1. GENERAL INFORMATION; USE OF THE PLATFORM

1.1.        Terms of Use in General and Revisions. These Terms and Conditions of Use (these “Terms of Use”) are a legal agreement between you, a user of the Platform (“You”), and Good Measures LLC, a Delaware limited liability company with a business address at 60 State Street, Boston, Massachusetts 02109 (“Good Measures,” “we,” “us,” “our”) concerning Your use of the GoodMeasures.com website (collectively with all website-related Services and Content (as both defined in Section 2 below), the “Platform”). Any use of the Platform is also governed by our Website Privacy Policy and, to the extent applicable, our Notice of Privacy Practices, both of which are incorporated herein. Your use of the Platform constitutes your confirmation that you have read and accept our Website Privacy Policy and Notice of Privacy Practices. Some pages within the Platform may contain supplemental terms and conditions, to which you must agree to use the relevant pages, Services or Content. Good Measures may revise these Terms of Use, the Website Privacy Policy, the Notice of Privacy Practices or such supplemental terms and conditions at any time. Any such revision will be effective upon its being posted on the relevant page of the Platform (which, for a revision of these Terms of Use, will be posted on this page), and Your continued use of the Platform after any such revision will be considered Your acceptance thereof. For this reason, each time you use the Platform, you should visit and review these Terms of Use, our Website Privacy Policy and our Notice of Privacy Practices. The rights of Good Measures under these Terms of Use are cumulative with the rights of Good Measures under any other written agreement You may have with us.

1.2.        Use of the Platform. Subject to this Term of Use, Good Measures authorizes you to view, print copies (in limited number) of information from, and use the Platform, in each case solely for your personal, non-commercial purposes. 

1.3.        Additional Use Terms and Restrictions. You agree that the Platform contains proprietary content, information, and material that is protected by applicable intellectual property and other laws, including copyright laws, and that You will not use such proprietary content, information, or material in any way whatsoever except for use of the Platform as expressly permitted by these Terms of Use. You may not remove any copyright, trademark, or other proprietary notices that have been placed in the Platform from any copies you are permitted to make thereof. You may not use (except as expressly permitted in Section 1.2 above), modify, create derivative works based on, reproduce (except for printed copies as expressly permitted in Section 1.2 above), redistribute, republish, upload, post, transmit, distribute, publish, display, sell or otherwise exploit in any manner the Platform, any portion thereof, or any related software. You further agree not to use the Platform in an illegal manner or in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, including by trespass or burdening network capacity. Tampering with any portion of the Platform, providing untruthful or inaccurate information, misrepresenting the identity of a user or conducting fraudulent activities on the Platform are prohibited and constitute a breach of these Terms of Use. Because the Platform may be accessed internationally, You agree to comply with all applicable laws and regulations, including local laws and regulations in the country in which You reside or from which you access the Platform. Good Measures and its licensors and content and service providers reserve the right to change, suspend, remove, or disable access to the Platform, or any portion thereof, at any time without notice. In no event will Good Measures be liable for the removal of or disabling of access to the Platform or any portion thereof. Good Measures may also impose limits on the use of or access to the Platform, in any case and without notice or liability.

1.4.          Platform Security. You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation, (a) accessing data not intended for You as a user or logging onto a server or an account which You are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach or circumvent security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host, or network, including, without limitation, via means of submitting a virus to the Platform, overloading, “flooding,” “spamming,” “mailbombing,” or “crashing”; (d) sending or posting unsolicited email or other messages, including promotions or advertising of products or services; (e) forging any TCP/IP packet header or any part of the header information in any email or posting; (f) using or attempting to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, scrapers or intelligent agents) to navigate or search the Platform other than the search engine and search agents available on the Platform and other than generally available third party web browsers; or (g) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Platform. Violations of system or network security may result in civil or criminal liability. We may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

1.5.           Password Security. Certain parts of the Platform may be protected by passwords or require a login. You are responsible for maintaining the confidentiality of any user names, passwords, security questions, and answers. You understand that you are solely responsible for the use of the Platform (including any Content or Services obtained) using your passwords or other security data, and we have no duty to inquire as to the authority or propriety of any use of the Platform using your passwords or other security data. It is your responsibility to notify us immediately of any unauthorized use of your passwords or other security data.

2.  SERVICES, CONTENT, AND DATA

2.1.        Services. GoodMeasures.com may depend upon, interact with or enable access to Good Measures’ or third parties’ services or websites (each, a “Service” and collectively, the “Services”), which may in each case be accompanied by separate terms of use. Use of each Service may require that You accept additional terms of use. You must comply with the applicable Service terms of use when using the Service and Platform. Good Measures does not endorse, and hereby disclaims all liability or responsibility to You or any other person for, any third-party Services.

2.2.        Content. All content that Good Measures provides (“Content”), excluding individualized information provided in a one-on-one communication by a Good Measures registered dietician, is general in nature and is for informational purposes only. Content may include nutritional or exercise information or information as diverse as location data. Content may also include direct communications with a Good Measures associate or dietitian through e-mail, telephone, or the Internet. The Content is provided on an “AS IS” basis, and is dependent in some cases on the quality of information that You and other third parties provide to Good Measures. You should not assume that the Content is complete or up-to-date, and should not use the Content for any purpose for which precision is required. If You have questions regarding the significance for You of information that You learn from the Content, ask Your physician, dietitian, or other clinically trained healthcare provider.

Good Measures does not engage in the practice of medicine, and is not a healthcare provider (although Good Measures’ registered dieticians who provide registered dietician services are providers of registered dietician services). That means, among other things, that we do not diagnose illnesses and we do not recommend treatments. You remain responsible for the food You eat, for the supplements You take, and for any physical exertion You undertake. Always seek the advice of Your physician, dietitian, or other clinically trained healthcare provider with any questions You have regarding a medical condition (including food allergies; pregnancy; nursing; or chronic conditions such as diabetes, high cholesterol, and cardiovascular disease) before using any of the material we provide to You as part of the Platform.

Any diagnosis or treatment decisions made by You should be made in consultation with Your qualified healthcare provider. Do not rely solely on the Content or on anything You have received via the Platform to make medical or treatment decisions. NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE PLATFORM, INCLUDING ANY OF OUR REPORTS, COMMUNICATIONS OR OTHER CONTENT.

IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY.

2.3.        Third-Party and Your Information. Good Measures may provide You, other Platform users, and other third parties with the opportunity to share or distribute information or other content through the Platform, and Good Measures may incorporate such information or content into the Platform (and for clarity, all the foregoing information is considered “Content” herein). Such information or content may, for example, relate to the nutritional content of a particular recipe. Good Measures may not review such information or content for accuracy or appropriateness, but reserves the right to review, edit or delete any such information or content in its sole discretion. In addition, Good Measures may reference third party names, marks, products, services or resources, or provide links to third party websites, which are provided solely as a convenience to You. Good Measures does not endorse, and hereby disclaims all liability or responsibility to You or any other person for, any such information or content provided by third parties, or any such third party product, service, resource or website. If You decide to link to any such third party website, you do so entirely at your own risk. You agree that You will not share or distribute any information or content through the Platform that is inaccurate, incomplete, harmful, obscene; that is comprised of computer viruses, political campaigning, commercial solicitation, chain letters, mass mailings or other forms of “spam”; or that is subject to any copyright or other property right or right of privacy or publicity that would preclude You lawfully from so sharing or distributing or from licensing or providing to Good Measures pursuant to Section 4.1 or Section 4.2 of these Terms of Use. You agree to indemnify us for all information or content that you provide through the Platform.

2.4.        DMCA Notice. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”) and other applicable law, if we are notified or determine, in our sole discretion, that You are an infringer of a third party’s intellectual property rights, we will terminate Your access to the Platform. If You are a copyright owner and You believe that any user-provided Content or any other Content present on the Platform infringes upon a copyright You own, You or Your agent may send us written notice pursuant to the DMCA requesting that we remove the material or restrict access to it. If You are a user of the Platform that believes that Your user-provided Content that was removed, or to which access was disabled, is not infringing, or that You are permitted pursuant to applicable law or have the permission of the copyright owner or his, her, or its agent to exploit Your user-provided Content, You may send us a counter-notice. Please visit http://copyright.gov for further information if You wish to send a notice or counter-notice to us. All notices, counter-notices, and complaints should be sent to us at the following address: privacy@goodmeasures.com.

2.5.        Consent to Collection and Use of Technical Data; Website Privacy Policy. You agree that Good Measures may collect and use technical data and information, including data and information about Your computer, device, system and application software, peripherals, and use of the Service that is gathered periodically to facilitate product support and other services related to the Platform.  To the extent such data are associated with your health information, our use of such data is covered by our Notice of Privacy Practices.  Third party service providers may also collect and use such data in accordance with the terms of use applicable to each Service. In addition, You agree to the collection, use and disclosure of personal and non-personal information as specified in our Website Privacy Policy (published at: https://www.goodmeasures.com/privacy-policy) and our Notice of Privacy Practices (published at: https://www.goodmeasures.com/hipaa-policy).

3. OWNERSHIP OF PLATFORM, INCLUDING CONTENT AND SERVICES

No title to or ownership of the Platform (including, for clarity, any Content or Service) is transferred to You. Good Measures or its licensors or providers retain all right, title and interest in and to all intellectual property rights in the Platform and any related software, including any modifications or copies thereof. You acquire only a conditional right during the term of these Terms of Use to use the Platform as expressly permitted herein.

4. RIGHTS IN INFORMATION THAT YOU PROVIDE

4.1.        The information You submit to Good Measures as part of Your registration, and any data, photographs, text, graphics, video, and other material that You submit or provide to Good Measures (excluding suggestions or feedback relating to the Platform, which are governed by Section 4.2) (“User Content”) remain Your property. Good Measures does not claim any ownership of the copyright or other proprietary rights in such information and User Content. Notwithstanding the foregoing, You agree that Good Measures may use such information and User Content as is reasonably necessary for or incidental to its operation of the Platform, or its business, and as described in these Terms of Use and the Website Privacy Policy. All such uses of User Content by Good Measures will be consistent with our Notice of Privacy Practices, to the extent applicable. In addition, to the extent permitted by our Notice of Privacy Practices, You grant Good Measures the non-exclusive, worldwide, transferable, perpetual, irrevocable, freely sublicensable royalty-free right to reproduce, publish, distribute, publicly display, perform, use, and otherwise exploit in any manner, the User Content.

4.2.        To the extent You submit or provide to Good Measures any suggestions or feedback relating to the Platform (“Suggestions”), the Suggestions will be deemed, and will remain, the sole property of Good Measures. None of the Suggestions will be subject to any obligation of confidence on the part of Good Measures. Good Measures will not be liable for any use or disclosure of any Suggestions. Without limiting the foregoing, Good Measures will be entitled to unrestricted use and other exploitation of the Suggestions for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to you. If for any reason any of the Suggestions cannot be deemed or remain the sole property of Good Measures, You grant Good Measures the exclusive, worldwide, transferable, perpetual, irrevocable, freely sublicensable royalty-free right to reproduce, publish, distribute, publicly display, perform, use, and otherwise exploit such Suggestions in any manner.  Any use of your Suggestions will be in accordance with our Notice of Privacy Practices, to the extent applicable.

5. NO WARRANTY

YOU ACKNOWLEDGE THAT USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND. GOOD MEASURES DISCLAIMS AND EXCLUDES ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, INTEROPERABILITY, TITLE OR NON-INFRINGEMENT. GOOD MEASURES DOES NOT WARRANT THAT THE PLATFORM WILL SATISFY YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED. SEE SECTON 2 FOR ADDITIONAL INFORMATION REGARDING THE CONTENT. Good Measures assumes no liability arising from or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with the Platform. Some jurisdictions do not allow certain disclaimers and limitations of warranties, so portions of the above limitations may not apply to You.

6. LIMITATION OF LIABILITY

6.1.        Disclaimer and Limitation of Liability. NEITHER GOOD MEASURES NOR ANY OF ITS LICENSORS OR AFFILIATES WILL IN ANY CASE BE LIABLE FOR ANY PERSONAL INJURY OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING LOSS OF PROFITS, BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT WILL GOOD MEASURES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE USE OF OR INABILITY TO USE THE PLATFORM BY PAYING PARTICIPANTS OR USERS (WHETHER IN ONE INSTANCE OR A SERIES OF INSTANCES) EXCEED FIFTY U.S. DOLLARS ($50.00). GOOD MEASURES DISCLAIMS ANY LIABILITY WHATSOEVER WITH RESPECT TO USE OF OR INABILITY TO USE THE PLATFORM BY NON-PAYING PARTICIPANTS OR USERS. In those jurisdictions that do not allow the exclusion or limitation of damages set forth above, Good Measures’ liability shall be limited or excluded to the maximum extent allowed by applicable law within those jurisdictions. Any material downloaded or otherwise obtained through the Platform is done at Your own risk and You are solely responsible for any damage to your computer or other electronic system or loss of data that results from any such download.

7. GENERAL TERMS

7.1.        Term. These Terms of Use remain effective as between You and Good Measures until terminated as set forth below. Your rights under these Terms of Use (including Your right to use the Platform or related materials or information) will automatically terminate if You breach any of the terms. In addition, either You or Good Measures may terminate these Terms of Use upon written notice thereof to the other party. Good Measures may, in its sole discretion, terminate these Terms of Use or Your use of the Platform (including any Services) at any time for any reason or for no reason. Upon termination of these Terms of Use, You shall cease all use of the Platform and destroy all materials downloaded from the Platform and all copies of information from the Platform, whether made under these Terms of Use or otherwise. Termination of these Terms of Use shall not relieve the parties of obligations accruing prior to such termination. The parties’ respective rights and obligations under these Terms of Use, which by their nature extend beyond the termination of these Terms of Use, shall survive the termination of these Terms of Use.

7.2.        Assignment; Transfer. Neither these Terms of Use, nor any rights or obligations hereunder, may be transferred, assigned or delegated by You without the prior written approval of Good Measures. Any such transfer, assignment or delegation made in contravention of this paragraph shall be null and void. Good Measures may freely assign, transfer or delegate these Terms of Use or any rights or obligations hereunder.

7.3.        Law and Jurisdiction. These Terms of Use are and will be governed by and construed under the laws of the Commonwealth of Massachusetts, United States, without giving effect to any conflicts of laws provision thereof or of any other jurisdiction that would produce a contrary result. Any action arising out of or relating to these Terms of Use may be brought before the courts of competent jurisdiction of the Commonwealth of Massachusetts, and You consent to the jurisdiction of such courts and waive any objections of improper venue or inconvenient forum; provided, however, that, if requested by Good Measures in its sole discretion, You agree to submit any dispute to binding arbitration, with such arbitration conducted under the rules of a recognized arbitral body selected by Good Measures, such as the American Arbitration Association or JAMS. You consent to service of process by mail, recognized commercial courier service, fax or email, to the contact information You provide to Good Measures. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

7.4.        Entire Agreement. These Terms of Use set forth the entire understanding and agreement between You and Good Measures with respect to the subject matter hereof and may be amended or modified only (a) by a written agreement agreed to by You and an authorized representative of Good Measures or (b) by Good Measures’ posting amended terms of use on the Platform and Your continued use of the Platform. 

7.5.        Waiver. No waiver of any right under these Terms of Use will be effective unless in writing, signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under these Terms of Use.

7.6.        Severability. If any provision in these Terms of Use is invalid or unenforceable, that provision will be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of these Terms of Use will remain unaffected.

7.7.        Headings; Interpretation. Headings are provided for convenience only and will not be used to interpret the substance of these Terms of Use. The use of “include,” “includes,” or “including” herein shall not be limiting and “or” shall not be exclusive.

7.8.        Trademarks. Good Measures’ trademarks, service marks, trade names, domain names, trade dress or other proprietary logo or indicia (collectively “Trademarks”) are the property of Good Measures. All other Trademarks used on the Platform are the property of their respective third party owners. Nothing in these Terms of Use, nor your use of the Platform, shall be construed as conferring any right to You to use any Trademark of Good Measures, its affiliates or licensors, or any third party.

Questions and Complaints. Please direct any questions or complaints with respect to the Platform to Good Measures at: 888-320-1776 or comments@goodmeasures.com.

© Good Measures, LLC 2017. Initial effective date: January 7, 2011. Current as of January 2, 2017.