These Terms of Service (“Terms”) govern your use of the Coheso, Inc. (“Coheso”) Web site located at www.caloriesmartonline.com (the “Site”). Please read these Terms carefully. By using the Site, you are indicating your agreement to be bound by these Terms. If you do not agree to these Terms, do not use the Site as violation of these Terms can lead to legal liability.
1. YOUR RESPONSIBILITIES
You are responsible for obtaining and maintaining all equipment and services needed for access to and use of the Site and for paying all charges related thereto. When you register to obtain access to certain areas of the Site or to receive certain services Coheso provides, Coheso collects certain personal information about you. You agree that Coheso may use any information Coheso obtains about you in accordance with the provisions of Coheso’s Privacy Notice. You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. In addition, you agree not to use the Site to: (a) violate any local, state, national, or international law or regulation; (b) transmit any material that is abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (c) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (d) transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (e) stalk, harass, or harm another individual; (f) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (g) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site.
2. COPYRIGHT INFRINGEMENT
It is the policy of Coheso to respond expeditiously to claims of copyright infringement. Coheso will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws, up to and including blocking or removing the offending content. Coheso will terminate access for Site users who are repeat infringers.
Please direct any notices of claimed copyright infringement to:
5424 Sunol Blvd, Suite 250
Pleasanton, CA 94566
Phone: (925) 460-0900
Fax: (925) 465-0049
If Coheso makes any software product available for download through the Site, your use of that software is governed by the terms of the applicable license agreement for such software and you are prohibited from installing such software unless you agree to the terms of such license agreement.
You agree that Coheso may suspend your access to all or part of the Site, without notice, if: (a) you violate these Terms; (b) Coheso is unable to verify or authenticate any information that you provide; or (c) you engage in any conduct that Coheso, in its sole discretion, believes is in violation of any applicable law or regulation or is otherwise harmful to the interests of Coheso, any other Site user, or any third party. Further, you agree that Coheso shall not be liable to you or any third party for any termination of your access to the Site. You may discontinue your participation in and access to the Site at any time. Coheso reserves the right to investigate your use of the Site in the event Coheso, in its sole discretion, believes you have violated these Terms.
5. MODIFICATIONS TO TERMS
Coheso may change these Terms from time to time. Coheso will post notice of such changes on the Site. If you object to any such changes, your sole recourse shall be to cease using the Site. Continued use of the Site following notice of any such changes shall indicate your acknowledgement and acceptance of these Terms as modified.
6. MODIFICATIONS TO SITE
Coheso reserves the right to modify or discontinue the Site with or without notice to you. Coheso shall not be liable to you or any third party should Coheso exercise its right to modify or discontinue the Site.
Coheso reserves the right at any time to charge fees for access to new Site content or services or to portions of the existing Site content or services or to the Site as a whole. In no event will you be charged for access to any Site content or service, or to the Site as a whole, unless we obtain your prior agreement to pay such charges. If you do not consent to such charges, however, you may not have access to paid content or services.
8. PASSWORD AND SECURITY
You are responsible for maintaining the confidentiality of your Site password, and you are solely responsible for all activities that occur under your password. Coheso recommends that you memorize this information, and not write it down. You agree to immediately notify Coheso of any unauthorized use of your password or any other breach of security related to the Site. Coheso reserves the right to require you to alter your password if Coheso believes that your password is no longer secure. Coheso will not be liable for any loss or damage arising from your failure to adequately safeguard your password.
9. MONITORING OF CONTENT
Coheso does not monitor, control, or have knowledge of any content transmitted using the Site. You agree that you are solely responsible for all content you transmit and receive using the Site.
Coheso’s provision of a link to any other Web site or Internet resource is for your convenience only and does not signify Coheso’s endorsement of such other Web site or resource or its contents. COHESO SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE AVAILABILITY OR ACCURACY OF SUCH SITES OR RESOURCES OR THE CONTENT, ADVERTISING, OR PRODUCTS ON OR AVAILABLE FROM SUCH SITES OR RESOURCES.
11. NO RESALE OF SITE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Site, use of the Site, or access to the Site. The Site is provided for your personal, noncommercial use only.
12. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COHESO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT). COHESO MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. COHESO MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COHESO OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. NONE OF THE INFORMATION PROVIDED THROUGH OR IN CONNECTION WITH THE SITE IS INTENDED TO (A) OFFER MEDICAL ADVICE FOR THE TREATMENT OF ILLNESS OR DISEASE OR (B) BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. SUCH INFORMATION SHOULD NOT BE CONSIDERED COMPLETE, NOR SHOULD IT BE RELIED ON TO SUGGEST A COURSE OF TREATMENT FOR A PARTICULAR INDIVIDUAL. SHOULD YOU HAVE ANY HEALTH-RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER PROMPTLY. ALWAYS CONSULT WITH YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER BEFORE EMBARKING ON A NEW TREATMENT, DIET, OR FITNESS PROGRAM. YOU SHOULD NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF ANY INFORMATION PROVIDED THROUGH OR IN CONNECTION WITH THE SITE.
13. LIMITATION OF LIABILITY
YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COHESO OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF THE SITE.
14. EXCLUSIONS AND LIMITATIONS
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Coheso may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Coheso’ liability shall be the minimum permitted under such applicable law.
You agree to indemnify, defend, and hold harmless Coheso, its parents, subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses and fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from (i) any information you submit, post, or transmit through the Site, (ii) your violation of these Terms, or (iii) your violation of any rights of any other person or entity.
“Coheso” “as well as certain other of the names, logos, and materials displayed in the Site constitute trademarks, tradenames, service marks or logos (“Marks”) of Coheso or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Coheso or those other entities.
17. COPYRIGHTS; RESTRICTIONS ON USE
The content on the Site (the “Content”), including without limitation, text, photos, and graphics, is copyrighted by Coheso and/or its licensors under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by Coheso or its licensors. The Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Coheso and its applicable licensors, with the sole exception that one copy may be downloaded onto a single computer for your personal, noncommercial use. You must abide by all copyright notices, information, or restrictions contained in or attached to any Content.
These Terms constitute the entire and exclusive and final statement of the agreement between you and Coheso with respect to the subject matter hereof, and govern your use of the Site, superseding any prior agreements or negotiations between you and Coheso with respect to the subject matter hereof. These Terms and the relationship between you and Coheso shall be governed by the laws of the State of California as applied to agreements made, entered into, and performed entirely in California by California residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the Site shall be brought in the Federal or State courts located in San Francisco County, California, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of Coheso to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of Coheso and you as reflected in the provision, and that the other provisions of these Terms 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 Sites or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect. The terms of Sections 12 through 18 of these Terms, as well as any other limitations on liability explicitly set forth herein, shall remain in full force and effect notwithstanding any termination of your use of the Site.