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SCOOPSMITH
TERMS AND CONDITIONS

last updated February 28th, 2018


PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS.

Welcome to ScoopSmith. ScoopSmith is a platform where users can build custom-tailored dietary supplemental blends from a selection of individual supplements to enhance muscle size, endurance, energy, speed, recovery, and general healthiness, which will become ScoopSmith’s proprietary blends upon creation. ScoopSmith is owned and controlled by Petrichor Consulting Group, Inc. d/b/a ScoopSmith (“ ScoopSmith ,” “ we ,” “ us ,” or “ our ”). As used herein, “ you ,” “ your ” and other similar words mean you, the user, customer, person or entity who accesses or uses ScoopSmith.

Scope

These Terms and Conditions govern your access to and use of the ScoopSmith platform and the website located at www.scoopsmith.com (including any subdomain thereof, the “ Website ”, and together with the ScoopSmith platform, the “ Platform ”) and the services described below that are offered by us through the Platform (the “ Services ”) . Please read the Terms and Conditions carefully. By accessing or using the Platform or the Services, you unconditionally agree to these Terms and Conditions. If you do not agree to these Terms and Conditions, do not set up an account with us or access or use the Platform or the Services.

Access to the Platform and the Services

You may access and use the Platform and the Services only if you are able to enter into these Terms and Conditions and form a legally binding agreement between you and us. The information you provide us must be complete and accurate and you must at all times be in compliance with these Terms and Conditions and all applicable laws. You may not access or use the Platform or the Services if you are under the age of 13.

Account Registration, Use of the Platform and the Services and Unauthorized Access

To access and use the Platform and the Services, you may need to create an account to place orders and to have access to all of the parts of the Platform. In order to use those restricted portions of the Platform, you will: (a) provide true, accurate, current and complete information about yourself and your business as prompted by the Platform's registration or subscription page, including the required account creation information (such information being the “ Registration Data ”); (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; (c) if required, provide us your credit card or other payment information; and (d) create a username and password. If you provide any information that is untrue, inaccurate, not current or incomplete, or ScoopSmith has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ScoopSmith has the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).

You are responsible for the security and confidentiality of your passwords and for any use of your account. You must notify us immediately of any unauthorized use of your password or account. You agree that you will not use the Platform or the Services for any illegal purposes. You will not share your account information or your user name and password with any third party or permit any third party to logon to the Platform using your account information. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Platform. We have the right to provide user billing, account, content, purchase or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able to access your account so you should take reasonable steps to protect this information.

Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to be responsible for all information, content, including images, posts, communications, comments, links and other materials (“ Information ”) provided by you and for all activity that occurs with respect to your account. Your account is personal to you and may not be transferred. You agree that you will not allow any person access to your account and that you will not access any other person’s account. You agree that you will not enter, upload or disseminate any Information that infringes on the copyrights or other intellectual property rights of any third party.



The Services

The Services include the following:

  • A platform for users to build custom-tailored dietary supplemental blends from ScoopSmith’s available, listed ingredients (the “ Ingredients ”), subject to specified limitations of certain ingredients, based on users’ particular health goals and dietary needs, which become ScoopSmith’s proprietary product upon creation (each, a “ Finished Product ”), and create and upload names and labels for such Finished Products, subject to the terms and conditions specified herein. Users who are involved in the selection of Ingredients in any Finished Product are referred to herein as “ Creating Customers .”

  • A means for users who create a supplemental blend to receive our standard commission (or other negotiated amount) on the net product returns for any Finished Product sold by us to other users or customers of ScoopSmith, subject to our unlimited right to refuse to sell any Finished Product.

  • A means for users to purchase a Finished Product created by other users, subject to the terms and conditions specified herein. Users who purchase a Finished Product from ScoopSmith but who are otherwise not involved in the creation of any Finished Product are referred to herein as “ Purchasing Customers .”

Application to Purchasing Customers

These Terms and Conditions apply to all users and customers of the Platform, including Purchasing Customers, including the section titled “Health Related Information” below. Purchasing Customers are entitled to receive a list of Ingredients in any Finished Product prior to purchase.

Products, Content and Specifications

All features, content, specifications, products and prices of products and services described or depicted on the Platform are subject to change at any time without notice. Certain weights, measures, and similar descriptions, as applicable, are approximate and provided for convenience purposes only. The inclusion of any Ingredients, products or services on the Platform at a particular time does not imply or warrant that these Ingredients, products or services will be available at any time. It is your responsibility to ascertain and comply with all applicable local, state, federal, and international laws in regard to the possession, use and sale of any item purchased on the Platform. By placing an order to purchase any dietary supplemental blend available on the Platform (whether you have created the supplemental blend from the Ingredients offered by ScoopSmith or you are purchasing an existing supplemental blend on the Platform), you represent that the products ordered will be used only in a lawful manner.

Ordering, Shipping and Returns

When an order is placed, the Finished Product will be blended and shipped in containers provided by a third-party supplier to an address designated by the purchaser as long as that shipping address is compliant with the shipping restrictions contained on the Platform. All purchases from the Platform are made pursuant to a shipping contract. As a result, risk of loss and title for items purchased from this Platform pass to you upon delivery of items to the carrier. You are responsible for filing any claims with carriers or damaged and/or lost shipments. Subject to any return or cancellation rights that you may have under local law, any Finished Product that you create may not be returned or exchanged after you place the order. You may return or exchange a Finished Product purchased from the Platform and created by a Creating Customer in accordance with any applicable return and exchange policy.

Accuracy of Information

We attempt to ensure that information on the Platform is complete, accurate and current. Despite our efforts, the information on the Platform may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or currentness of any information on the Platform. For example, products included on the Platform may be unavailable, may have different attributes than those listed, or may actually carry a different price than that stated on the Platform. In addition, we may make changes in information about price and availability without notice. While we may confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. We reserve the right, without prior notice, to limit the order quantity on any product or service and/or to refuse service to any user or customer. We also may require verification of information prior to the acceptance and/or shipment of any order.

Fees

Your ability to use the Platform and the Services is contingent upon timely payment of all required fees and charges. For all fees and charges for any products and/or services ordered by you or through the Platform, you authorize ScoopSmith (or its vendors or agents) to bill your bank card or alternative payment method offered by ScoopSmith and you agree to pay all such fees and charges. When you provide bank card information, account numbers and other information necessary to facilitate payment to us or our vendors, you represent to us that you are the authorized user of the bank card that is used to pay for the products and services. In the event legal action is necessary to collect on balances due, you agree to reimburse ScoopSmith and its vendors or agents for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You are responsible for purchase of, and payment of charges for, all Internet access services and telecommunications services needed for use of the Platform. We will not store your credit card or other payment information, but our third-party payment processors may do so.

Proprietary Rights

Finished Products . You acknowledge and understand that, once you build a custom-tailored dietary supplemental blend from the Ingredients on ScoopSmith’s Platform, upon your creation of the Finished Product , all proprietary rights to the blend and all intellectual property rights appurtenant thereto, including the label, any image and any name that you have ascribed to such blend and/or reflected on or by the label, become the sole and exclusive property of ScoopSmith. You unconditionally acknowledge our right to resell the Finished Product under any such label, image and name, subject to your right to receive our standard commission (or other negotiated amount) on the net product returns for any Finished Product sold to other Purchasing Customers of ScoopSmith. Furthermore, you acknowledge and understand that ScoopSmith, in its sole discretion, reserves the right to refuse to reproduce or resell any blend that it determines is or may be harmful to users or customers.

Platform . The design of the Platform and all text, graphics, images, video, information, content, and other material displayed on or that can be downloaded from this Platform are protected by copyright, trademark and other laws and may not be used except as permitted in these Terms and Conditions or with prior written permission of the owner of such material. The content, software and other technology components of this Copyright are © 2018 ScoopSmith or its respective affiliates or suppliers. All rights reserved. You may not modify the information or materials displayed on or that can be downloaded from this Platform in any way or reproduce or publicly display, perform, or distribute or otherwise use any such information or materials for any public or commercial purpose. Any unauthorized use of any such information or materials may violate copyright laws, trademark laws, laws of privacy and publicity, and other laws and regulations. You will not remove any copyright, trademark or other proprietary notices from material found on the Platform. Certain trademarks, trade names, service marks and logos used or displayed on the Platform are registered and unregistered trademarks, trade names and service marks of ScoopSmith and its affiliates. Other trademarks, trade names and service marks used or displayed on the Platform are the registered and unregistered trademarks, trade names and service marks of their respective owners. Nothing contained on the Platform grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks or logos displayed on this Platform without the written permission of ScoopSmith or such other owner.

Payment of Commissions

Subject to the limitations set forth in these Terms and Conditions, upon your creation of a dietary supplemental blend from the Ingredients that ScoopSmith reproduces and resells to other Purchasing Customers, you shall be entitled to receive our standard commission of five percent (5%) of the net product returns on sales (or any other negotiated amount). You agree that, in connection with the payment of any such commissions to you by us, you will, if requested by us, provide your bank information so that we can directly credit your account upon the resale of any applicable blends.


Platform Use Restrictions

You agree that you will not: (a) access, monitor, or copy any content or information on the Platform using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission; (b) violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; (c) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; (d) “frame,” “mirror,” or otherwise linking or incorporate any part of the Platform into any other website without our prior written authorization; (e) intentionally or unintentionally violate any applicable local, state, national, or international law or regulation; (f) access the Platform to engage in any form of fraud or misrepresentation; (g) interfere or attempt to interfere with the proper working of the site or any activities conducted on the Platform; or (h) bypass any measures we may use to prevent or restrict access to the Platform.

Objectionable Content or Labels

ScoopSmith shall have the right in our sole discretion to edit, refuse to post or remove any material submitted to or posted on the Platform at any time without notice. Without limiting the foregoing, we shall have the right to remove any material that we find to be in violation of the provisions hereof or otherwise objectionable, and the additional right to deny any user who fails to conform to any provision of these Terms and Conditions access to the Platform or any part thereof. You agree that you will not (a) label or name any product (whether for purchase by you or by other customers) in any manner that is offensive, threatening, libelous, defamatory, obscene , sexually explicit or otherwise objectionable to ScoopSmith; (b) use, in the creation or labeling of any product, any likeness, name, or image on the label of any product in any manner that would infringe on the copyrights, trademarks, patents or other intellectual property or ownership rights of any third party; (c) label or name any product that could violate the privacy right of any third party; or (d) label or name a product in any manner that would otherwise violate these Terms and Conditions or any applicable law . To the extent that your use of the Platform or the label, name, or image that you ascribe to any Finished Product in any way violates the forgoing, you agree to indemnify and hold harmless ScoopSmith and its affiliates from and against any and all losses, claims, demands, costs, damages, liabilities, expenses (including reasonable attorney fees and disbursements), judgments, fines, settlements and other amounts arising from any third-party claims, demands, actions, suits or proceedings (whether civil, criminal, administrative, arbitral or investigative) arising out of or in connection with any violation or alleged violation of the foregoing, to the maximum extent possible. We do not pre-screen any labels or named provided by you for any product, but you understand and agree that ScoopSmith, in its sole and absolute discretion, reserves the right (but does not have the obligation) to rename or reimage any product label created by you or to refuse to use any product label created by you on the packaging of any Finished Product , including upon any violation of the use restrictions imposed herein.

Inappropriate Material

You are prohibited from posting or transmitting any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of the related materials from this Platform. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.

You understand and agree that ScoopSmith may, in its sole discretion, terminate your access to the Platform at any time and without notice as may be necessary to enforce the foregoing restrictions in the sections titled “Platform Use Restrictions,” “Objectionable Content or Labels” or “Inappropriate Material.”

Privacy Policy

We are committed to safeguarding your privacy. Please carefully review the ScoopSmith Privacy Policy located at www.scoopsmith.com/privacy . The terms of the ScoopSmith Privacy Policy are incorporated into, and constitute a part of, these Terms and Conditions.

Security

We care about the security of your personal account information. We use a variety of security technologies and procedures to help protect your personal and account information from unauthorized access, use, and disclosure. For example, the personal and account information you provide us through the Platform is encrypted on computer servers that are located in controlled facilities. We restrict personal and account information to our employees, contractors, and agents who need to know that information in order to operate, develop, or improve the Platform and our Services. These individuals are bound by confidentiality obligations and may be subject to discipline, including termination, if they fail to meet these obligations. We continuously work to protect the security of your personal and account information; however, we cannot guarantee that unauthorized third parties will not be able to circumvent our security measures.

User Information

Other than personally identifiable information, which is subject to our Privacy Policy, any material, information, videos, pictures, suggestions, ideas, concepts, know-how, techniques, questions, comments or other communication you transmit or post to the Platform in any manner (“ User Communications ”) is and will be considered non-confidential and non-proprietary. Personally identifiable information that you voluntarily post on any part of the Platform that is viewable by the public (e.g., in the reviews section) is not subject to our Privacy Policy and is considered User Communications. We and our respective affiliates and designees may use any or all User Communications for any purpose whatsoever, including, without limitation, reproduction, transmission, disclosure, publication, broadcast, development, manufacturing and/or marketing in any manner whatsoever for any or all commercial or non-commercial purposes. We may, but are not obligated to, monitor or review any User Communications. We will have no obligation to use, return, review, or respond to any User Communications. We will have no liability related to the content of any such User Communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. We retain the right to remove any or all User Communications that includes any material we deem inappropriate or unacceptable. You agree that that all User Communications are truthful, that you have obtained the consent of anyone appearing in any User Communications with you, and that any User Communications will not infringe on or violate the rights of any person or entity. By submitting, transmitting, posting, uploading, modifying or otherwise providing any User Communications, whether solicited or unsolicited, you agree that you are granting us and our respective affiliates and designees a royalty-free, fully paid, non-exclusive, irrevocable, perpetual, unrestricted, worldwide license to publish, transmit, perform, display, create derivative works from and otherwise use such User Communications for any purpose, including, without limitation, advertising and promotional purposes, in any media, now or hereafter known, even if these Terms of Use are later modified or terminated, without any compensation to you.

Assumption of Risks Related to the Services

YOU KNOWINGLY AND FREELY ASSUME ALL RISK RELATED TO YOUR USE OF THE PLATFORM AND THE SERVICES AS WELL AS ANY CHANGES THAT YOU MAY MAKE AS A RESULT OF YOUR USE OF THE SERVICES. ON BEHALF OF YOURSELF AND YOUR PERSONAL REPRESENTATIVES AND HEIRS, YOU HEREBY RELEASE (AND AGREE TO IN THE FUTURE) RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY SCOOPSMITH AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUB-LICENSEES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, ACTIONS OR LOSSES FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES.

Grant of License

For as long as you comply with these Terms and Conditions, we grant you a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Platform and the Services. The Services, including the Platform, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any purpose.

Information

We are not obligated to store, maintain or provide you a copy of your or any other user’s Information or personal or account information.

Interactive Services

The Platform may include interactive features and services, including social networking functionality, message boards, ratings or review functionality, and similar services, in which you or third parties may send messages to other users of the Platform, and create, post, or store profile data, photographs, ratings or reviews, and other content on or through the Platform (“ Interactive Services ”). You are solely responsible for your use of Interactive Services and use them at your own risk. By using our Interactive Services, you agree not to post, transmit, distribute, upload, or otherwise disseminate through the Services any of the following:

  • Information that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;

  • Information that violates, or that causes us or our affiliates, subsidiaries, or partners to violate, any applicable law, regulation, or order of any governmental authority in any jurisdiction

  • Information that infringes or violates, or that may infringe or violate, any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party, or that you otherwise do not have the right to make available;

  • Confidential Information of any person or entity, including, without limitation, addresses, phone numbers, email addresses, social security numbers, credit card numbers, and any trade secrets or information for which you have any obligation of confidentiality or material that impersonates any person or entity, or misrepresents your affiliation with the Services or with any other person or entity;

  • Information that is or contains any advertising or solicitation, including, without limitation, links to commercial products or services or any political campaigning (except in portions of the Platform that are expressly designated as portions in which such material is allowed);

  • Comments that are in any way (or that in any way could be perceived as being) derogatory, negative or otherwise inappropriate (as determined in our sole, exclusive and very intolerant discretion) with respect to or in any way related to any child who is under 13 years of age;

  • Viruses, corrupted data, or other harmful, disruptive, or destructive files; or

  • Information that, in our sole judgment, is offensive, sexually explicit or objectionable in any way or restricts or inhibits any person or entity from using or enjoying any Interactive Services or other portions of the Services, or which may expose us or our users to harm or liability of any nature.

We take no responsibility and assume no liability for any Information posted, stored, or uploaded by you or any third party, or for any use of or loss or damage to any of such Information. Although we have no obligation to screen, edit, or monitor any Information posted on or transmitted through the Platform, we reserve the right, and have absolute discretion, to remove, screen, and edit any Information posted, stored, or transmitted on or through the Services at any time and for any reason without notice. You will post and communicate Information on or through the Services at your own risk and we will have no obligation or liability regarding the use, misuse or dissemination of such Information by third parties or other users of the Platform.

If you post Information on or through the Platform, then, unless we indicate otherwise, you (a) grant us and our subsidiaries and affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Information throughout the world in any media; (b) grant us and our affiliates, subsidiaries, and sub-licensees the right to use the name that you submit in connection with such Information, if we choose; and (c) represent and warrant that you own and control all of the rights to the Information that you post, or that you otherwise have the right to post such Information to the Platform and the Services; and that the use and posting of Information you supply does not violate these Terms and Conditions, will not violate any rights of or cause injury to any person or entity, and will not otherwise create any harm or liability of any type for us or for third parties.

Third-Party Content

The Platform, the Services and posts and communications from other users of the Services may contain links to websites and content of third parties (“ Third-Party Content ”) as a service to those interested in this information. We do not monitor, endorse, recommend or adopt, or have any control over, any Third-Party Content. Neither we nor any of our respective affiliates undertake any responsibility to update or review any Third Party Content and we can make no guarantee as to its accuracy, completeness, reliability or suitability for you.

Additionally, if you follow a link or otherwise navigate away from the Platform, please be aware that these Terms and Conditions will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Content provider to which you navigate from the Platform. You access and use Third-Party Content at your own risk.

The Platform or the Services may contain advertisements and promotions from third parties. Your business dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party.

Information and Intellectual Property

You agree that no Information will (a) be offensive, threatening, libelous, defamatory, obscene or otherwise objectionable, (b) infringe on the copyrights, trademarks, patents or other intellectual property rights of any third party, (c) violate the privacy right of any third party, (d) violate these Terms and Conditions or (e) otherwise violate any applicable law. We do not pre-screen Information provided by you, but we reserve the right (but do not have the obligation) to remove any Information uploaded to or posted to the Platform.

The Platform and the Services, all software (source code and object code) related thereto, all content provided by us or our affiliates or agents, all processes, designs, techniques, concepts, improvements, modifications, inventions and discoveries related to the Platform and the Services, all trademarks, copyrights, service marks, patents, applications therefore, trade secrets and other intellectual property rights appurtenant thereto and any derivate works thereof related to the Platform and the Services are and shall remain our exclusive property. No use of the Platform and the Services shall be deemed to transfer title, or grant a license to the any of the foregoing. Except as otherwise set forth herein, Information that you post or communicate to other users shall, as between us and you, be your sole and exclusive property.

Our Trademarks

All graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress (collectively, “ Trademarks ”) on the Platform belongs to ScoopSmith or its licensors. Unless you and we agree otherwise in writing, ScoopSmith’s Trademarks may not be used or displayed in connection with any product or service that is not ScoopSmith’s, in any manner that is likely to cause confusion, or in any manner that disparages or discredits ScoopSmith. All use of the Trademarks must be in accordance with ScoopSmith’s trademark policies then in effect. Trademarks not owned by ScoopSmith that appear on the Platform are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by ScoopSmith. Trademarks that are not owned by ScoopSmith may not be used or displayed in any manner except with the written permission of the owners of those Trademarks.

Our Copyrights

All content (other than your Information and Third-Party Content) included on the Platform or displayed through the Services such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of ScoopSmith or its licensors and protected by U.S. and international copyright laws. The compilation of all content on the Platform is the exclusive property of ScoopSmith and protected by U.S. and international copyright laws.

You may not duplicate, copy, or reuse any portion of our visual design elements or concepts without our prior express written permission. Furthermore, you shall not, nor permit any other party to, (a) disassemble, decompile, decrypt, or reverse engineer, or in any way attempt to discover or reproduce source code for any part of the Platform or the Services; (b) alter, modify, or prepare derivative works based on the Platform or the Services or any materials related thereto; or (c) use any part of the Platform or the Services or any materials related thereto to create, invent or develop any computer program or other invention, work or device that performs, replicates, or utilizes the same or substantially similar functions as the Platform and or Services or any materials related thereto.

Feedback

Any materials, including but not limited to comments, suggestions, ideas, or other information, provided by you in the form of email or other submissions to us (excluding Information you post on the Services in accordance with these Terms and Conditions) (collectively “ Feedback ”), are non-confidential and you hereby grant to us and our subsidiaries and affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use your Feedback for any purpose without compensation or attribution to you.

Electronic Communications

When you access the Platform or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Health Related Information

The information contained in the Platform is provided for informational purposes only and is not meant to substitute for the advice provided by your doctor or other health care professional. You should not use the information available on or through the Platform for diagnosing or treating a health problem or disease, or prescribing any medication. Information and statements regarding dietary supplements have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease. ScoopSmith and its affiliates do not implicitly or explicitly guarantee, endorse or warrant the safety or results of any combination of Ingredients included in any Finished Product or combining different supplement blends.

Termination

You or we may suspend or terminate your account or your use of the Platform at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred through your account prior to termination. We reserve the right to change, suspend, or discontinue all or any aspect of the Platform at any time without notice.

Release and Indemnification

To the maximum extent permitted by applicable law, you hereby release and waive all claims against us and our respective affiliates, partners, officers, employees, agents, consultants, licensors, co-branders or other collaborators (collectively, “ Covered Persons ”), for all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and reasonable attorneys’ fees) of every kind and nature, arising from or in any way related to your access to or use of the Platform or the Services. You will indemnify, defend and hold Covered Persons harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, “ Claims ”) that may arise from or are related to your access to or use of the Platform or the Services. You will control the defense and settlement of any Claim that is subject to this indemnification, provided that we may at any time elect to take over control of the defense and settlement of any such Claim. In any event, you will not settle any such Claim without our prior written consent.

Domestic Use

We control the Platform from our office within the United States of America. We make no representation that the Platform or its content (including, without limitation, any products or services available on or through the Platform) are appropriate or available for use in other locations. Users who access the Platform from outside the United States of America do so on their own initiative and must bear all responsibility for compliance with local laws, if applicable. Further, the United States export control laws prohibit the export of certain technical data and software to certain territories. No content from the Platform may be downloaded in violation of United States law.

Modifications to the Platform and the Services

We reserve the right to at any time and from time to time modify, upgrade or discontinue, temporarily or permanently, the Platform and the Services that we offer, with or without notice. We may upgrade the Platform and our Services and you agree that these Terms and Conditions will apply to such upgrades. You agree that we will not be liable to you, your employer or any third party with respect to any such modification, upgrade or discontinuance of the Platform or the Services.

Disclaimer of Warranties

YOUR USE OF THE PLATFORM OR THE SERVICES IS AT YOUR SOLE RISK. THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT WARRANT THAT (a) THE PLATFORM OR THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (b) THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR THE SERVICES WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF THE PLATFORM OR THE SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM OR THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (e) ANY ERRORS IN THE PLATFORM OR THE SERVICES WILL BE CORRECTED. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE and non-infringement of intellectual property. WE DO NOT WARRANT THAT THE PLATFORM, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) MADE AVAILABLE TO YOU THROUGH THE PLATFORM, SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM SCOOPSMITH, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS or are accurate and complete. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH The Platform MAY BE OUT OF DATE, AND NEITHER ScoopSmith NOR ANY OF ITS RESPECTIVE AFFILIATES NOR SUPPLIERS MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. SCOOPSMITH WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PLATFORM OR THE SERVICES OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR APPLICATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM OR THE SERVICES. ALL PRODUCTS AND SERVICES PURCHASED ON OR THROUGH The Platform ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE SUPPLIERS (including suppliers of packaging and of the Ingredients), IF ANY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES LISTED OR PURCHASED ON OR THROUGH The Platform. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

YOU HEREBY RELEASE AND WAIVE ANY AND ALL CLAIMS AGAINST ScoopSmith, ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, AND ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF The Platform ARISING OUT OF, OR IN CONJUNCTION WITH YOUR USE OF THE Platform.

Limitation of Liability

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SCOOPSMITH and its RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS, Assigns, or suppliers, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF the Platform SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SCOOPSMITH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE PLATFORM OR THE SERVICES or any websites linked to the Platform, or the materials, information, or services contained on any or all such websites; (b) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM OR THE SERVICES; (c) UNAUTHORIZED ACCESS TO TRANSMISSIONS OR ALTERATION OF YOUR INFORMATION; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY WITH RESPECT TO THE PLATFORM OR THE SERVICES; (e) OR ANY OTHER MATTER RELATING TO THE PLATFORM OR THE SERVICES, in each case WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY . IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PLATFORM OR THE SERVICES EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00). CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS .

General Conditions

Third Party Services . You acknowledge and agree that ScoopSmith may use third party vendors and hosting partners to provide the necessary hardware, software, payment processing services, networking, storage, and related technology required to run or facilitate the Platform and the Services.

No Hacking; No Exploitation . You agree that you will not modify, adapt or hack the Platform and the Services or modify another application or website so as to falsely imply that it is associated with the Platform and the Services or ScoopSmith. You agree that you will not reproduce, duplicate, copy, sell, resell or exploit all or any part of the Platform and the Services.

Transfer of Information . You understand that the technical processing and transmission of the Platform and the Services, including your Information, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Prohibition on Spam . You agree that you will not upload, post, host, or transmit unsolicited email, SMS or “spam” messages. You agree that you will not transmit any worms or viruses or any code of a destructive nature.

Choice of Law . These Terms and Conditions are intended as a contract under and shall be construed and enforceable (both as to validity and performance), shall be interpreted and the rights and obligations of the parties shall be determined in accordance with the laws and procedures and provisions of the State of Tennessee (other than conflict of law rules which might result in the application of the laws of any other jurisdiction). Any action seeking legal or equitable relief arising out of or relating to state and federal courts located in Hamilton County, Tennessee.

Attorneys’ Fees . In the event that any litigation or dispute resolution procedure is utilized to enforce the provisions of these Terms and Conditions, the prevailing party in such action shall be entitled to the recovery of its reasonable attorneys’ fees and expenses, court costs, dispute resolution costs and expenses, expert witness fees and expenses and such other costs as are fixed by the court or other party serving to resolve such dispute.

Disclosure of Information . We reserve the right to access, read, preserve, and disclose any Information or personal or account information we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce these Terms and Conditions, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues; (d) respond to user support requests; or (e) protect the rights, property or safety of ScoopSmith, its users and the public. This includes exchanging information with other companies and organizations for payment processing and fraud protection and spam prevention.

Survival . The sections titled “Privacy Policy,” “Assumption of Risk Related to the Services,” “Information and Intellectual Property,” “Release and Indemnification,” “Disclaimer of Warranties,” “Limitations of Liability” and “General Conditions” shall survive the termination of these Terms and Conditions.

Miscellaneous . The failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. These Terms and Conditions and the other policies, terms and conditions referred to in these Terms and Conditions constitute the entire agreement between you and us and will govern your use of the Platform and the Services, superseding any prior agreements or communication between you and us and/or any advertising with respect to such subject matter. You may not assign any of your rights under these Terms and Conditions to anyone else. We may assign our rights to any other individual or entity at our discretion. If any provision of these Terms and Conditions is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms and Conditions will remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or our Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Revisions to our Policies and the Terms and Conditions . Please review our other policies posted on the Platform. We reserve the right to make changes to our site, policies, and these Terms and Conditions at any time . Any such modification will be effective immediately upon our posting of the revised policies or Terms and Conditions on the Platform or otherwise making available our revised site. It is your responsibility to review our policies and Terms and Conditions from time to time to ensure that you continue to agree with our policies and Terms and Conditions . If you no longer agree to these policies and Terms and Conditions after a modification, you must immediately cease using the Platform and the Services. All new or modified features related to the Platform and the Services, including the release of new features, tools and resources, will be subject to these Terms and Conditions. Certain provisions of these Terms and Conditions may be superseded by legal notices or terms located on particular pages of this Platform.

Questions

Any questions regarding these Terms and Conditions should be addressed to contact@scoopsmith.com.


These Terms and Conditions were last updated on February 28th, 2018.