Terms of service

Terms of Use Agreement

This Terms of Use Agreement (the “Agreement”) is a legal contract between you (“you” or “your”) and UO Nutrition, LLC, its affiliates, and their respective successors and assigns (collectively referred to as “we,” “our,” or “us”). This Agreement governs your use of (i) the information and services provided by us or accessible through any website, IP address, social media accounts, or other online products and services we offer (the “Site”), and (ii) any products, materials, or other offline components provided through the Site (the “Products”).

By accessing this Site, you confirm that you have read, understood, and agree to comply with all terms outlined in this Agreement and all applicable laws and regulations. If you do not agree to be bound by these terms, please refrain from accessing or using the Site or purchasing Products.

This Agreement includes an arbitration clause, under which: (1) you agree to pursue claims against us only on an individual basis, not as part of a class action or representative proceeding, and (2) you will only seek relief (including monetary, injunctive, and declaratory relief) individually.

Disclaimer of Nutritional Information

The Site contains nutritional information intended for educational purposes only. It is not intended as dietary or medical advice for individual conditions and does not replace the need for professional services from a medical provider, such as a nutritionist or dietitian. You should consult a medical professional before starting any dietary program to ensure it meets your specific needs. We do not claim that any of our Products or services are approved for your individual use by a medical professional.

Health and Fitness Information

The Site provides health and fitness information. You should consult your physician or general practitioner before beginning any new fitness program. Do not rely on this information as a substitute for professional medical advice, diagnosis, or treatment. If you have any concerns about your health, always consult a physician or other healthcare professional. Do not disregard or delay seeking medical advice because of something you read on this Site. Your use of the information provided is at your own risk and does not constitute medical or healthcare advice.

Liability Waiver

On behalf of your executors, administrators, heirs, next of kin, successors, and assigns, you hereby: (A) waive, release, and discharge UO Nutrition, LLC, its affiliates, and their respective owners, directors, officers, employees, representatives, and agents from any liability for death, disability, personal injury, property damage, theft, or other actions resulting from your use of this Site, our Products, or services; and (B) indemnify and hold harmless these entities from any and all claims arising from your use of this Site. This waiver is to be construed broadly to the maximum extent permitted by law.

By clicking “I accept,” electronically consenting to use the Site, or accessing or using the Site or purchasing any Products, you acknowledge that:

(a) You have read, understood, and accept the terms of this Agreement and any additional documents or policies incorporated herein; (b) If the terms have materially changed since your last access or purchase, your continued access or use signifies your acceptance of the new terms; and (c) You consent to receive communications, including text or SMS messages as described below, from us electronically, and you agree that these electronic communications satisfy any legal requirement for written notice.

1. License Grant

Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-transferable license to access the Site solely for your personal use. This license is contingent upon your continued compliance with the terms outlined in this Agreement.

You are permitted to use the Site for personal, non-commercial purposes only. You must not reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, or transmit any content on the Site, including but not limited to text, graphics, logos, button icons, images, audio clips, information, data, forms, photographs, graphs, videos, typefaces, music, sounds, and other materials (collectively referred to as “Content”), except under the following conditions:

• You may temporarily store copies of the Content on your computer incidental to accessing and viewing those materials.

• You may store files that are automatically cached by your web browser for display enhancement purposes.

• You may print or download a reasonable number of pages from the Site for your personal, non-commercial use, provided that such use does not involve further reproduction, publication, or distribution.

You must not:

• Modify copies of any Content found on the Site.

• Use any Content on the Site separately from the accompanying text.

• Delete or alter any copyright, trademark, or other proprietary rights notices from the Site.

For any use of the Content beyond what is permitted in this section, please direct your request to the contact information provided below.

2. Restrictions on License Grant

Your use of the Site is strictly limited to the scope of the license granted in this Agreement, and no other uses are permitted. You acknowledge that the Site is a valuable asset of UO Nutrition, LLC. Except as authorized in this Agreement or in writing by us, you agree to the following restrictions:

(a) You shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, grant a security interest in, or otherwise transfer any rights to, or commercially exploit, the Site or its Content, nor use the Site as part of a service bureau, outsourced, or managed services arrangement;

(b) You shall not copy, reproduce, republish, upload, post, transmit, or distribute the Site or its Content in any way;

(c) You shall not modify, translate, alter, adapt, decompile, disassemble (except as permitted by applicable law), reproduce, distribute, display, or create derivative works or collective works based on the Site or its Content;

(d) You shall not permit other individuals or entities to use or copy the Site, nor create Internet “links” to it, nor “frame” or “mirror” the Site on any other server or device;

(e) You shall not access the Site to (i) build a competitive product or service, (ii) create a product using similar ideas, features, or graphics, (iii) copy any ideas, features, or graphics, (iv) monitor Site availability, performance, or functionality, or (v) use it for benchmarking or competitive purposes;

(f) You shall not attempt unauthorized access to our data, accounts, systems, networks, or those of our customers or suppliers, nor breach security protocols;

(g) You shall not attempt to probe, scan, or test the vulnerability of our systems, accounts, or networks, or those of our customers or suppliers;

(h) You shall not interfere with service to any user, host, or network by mail-bombing, flooding, or deliberately overloading the system, nor distribute programs that make unauthorized changes to the software operating the Site;

(i) You shall not forge TCP-IP packet headers or modify header information, falsify sender details, impersonate others, or engage in any similar fraudulent activities;

(j) You shall not restrict or interfere with others' ability to use the Site, including posting harmful software, generating excessive traffic, or otherwise impeding their access;

(k) You shall not disrupt or cause performance degradation to the Site or any related facilities of ours or our suppliers;

(l) You shall not create or use programs, tags, markers, bots, mousetraps, hijackers, or similar computer routines to automatically access or manipulate the Site.

Due to the difficulty in quantifying damages, you agree to pay us liquidated damages of $500 for each violation of this Section, or the maximum permitted by law, whichever is greater. If damages can be reasonably calculated, you agree to pay actual damages.

3. Intellectual Property Ownership

All rights, title, and interest in the Site and its Content—including any technology, trade secrets, or custom developments created in connection with this Agreement—are solely and exclusively owned by UO Nutrition, LLC or its licensors. This ownership includes all copyrights, patents, trade secrets, trade dress, and other proprietary rights, as well as any derivative works thereof. Nothing in this Agreement grants you any ownership interest in the Site, its Content, or Materials. The Content is copyrighted as individual works and as a collective work under U.S. copyright law (17 U.S.C. Section 101, et seq.) and international treaties, and UO Nutrition, LLC retains copyright in the selection, coordination, arrangement, and enhancement thereof. You may not modify, delete, augment, publish, adapt, translate, transfer, or create derivative works from any Content. Unauthorized disclosure, use, or copying of proprietary products and services may cause irreparable harm to UO Nutrition, LLC and its licensors, entitling them to seek injunctive or other equitable relief.

4. Trademarks

The name UO Nutrition, LLC, its logo, and associated trademarks may not be used, copied, or imitated without express prior written permission. Additionally, the look and feel of the Site—including headers, graphics, button icons, and scripts—constitute UO Nutrition’s service mark, trademark, and/or trade dress, and may not be copied, imitated, or used without written permission.

5. Account Access

If use of any part of the Site requires an account, user ID, and/or password, you are solely responsible for keeping these credentials confidential. Unauthorized individuals may access the Site if they obtain your user ID or password, and you are liable for any actions that occur through their use. If any password is compromised, it is your responsibility to notify UO Nutrition immediately and take appropriate actions.

6. Reviews, Comments, and Postings

Any reviews, comments, or posts on the Site are considered non-confidential and non-proprietary. UO Nutrition, LLC has the royalty-free, perpetual, and transferable right to use, copy, distribute, display, publish, perform, sell, lease, adapt, and create derivative works from such submissions. These submissions will automatically become the exclusive property of UO Nutrition, LLC and will not be returned. We reserve the right to edit or delete any comment, review, or post at our discretion.

7. Prohibited Content

You agree not to post prohibited content on the Site, including but not limited to:

• Fraudulent, defamatory, or harassing activity

• Obscene or discriminatory content

• Pirated software, viruses, or harmful code

• Unlawful promotions

• Content protected under HIPAA or HITEC laws

• Any other content prohibited by law

8. Term and Termination

(a) Term: These terms begin when you click “I accept” and continue until terminated as described below.

(b) Termination by You: You may terminate these terms by discontinuing use of the Site.

(c) Termination by Us: UO Nutrition, LLC reserves the right to suspend or terminate your account and access to the Site at any time, for any or no reason, without liability.

(d) Survival: Provisions of this Agreement, including limitation of liability, survive termination.

9. Age Restriction

The Site and Products are not intended for individuals under thirteen (13) years of age. Users between thirteen (13) and eighteen (18) must have parental or guardian permission to use the Site. By using the Site, you confirm that you meet these age restrictions.

10. Messaging Terms & Conditions

As part of our service, we offer a mobile messaging program. By opting in, you agree to these terms:

(a) User Opt-In: You consent to receive recurring promotional and personalized marketing texts from us. Consent is not a condition of purchase, and messages may be sent using an autodialer.

(b) User Opt-Out: To opt out, reply with “STOP,” “END,” or “QUIT.” Other opt-out methods may not be effective.

(c) Program Description: Participants may receive marketing, promotional, transactional, and order-related messages.

(d) Message Frequency and Cost: Message and data rates may apply. Frequency varies.

(e) Support: For support, email us at [support@uonutrition.com].

11. Links to Other Sites

The Site may contain links to third-party sites for user convenience. UO Nutrition, LLC has no control over and is not responsible for the content on these third-party sites. Accessing them is at your own risk, subject to this Agreement and any additional terms on those sites.

12. Notice for California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please contact us via email at [support@uonutrition.com] or by mail at [your mailing address here]. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

13. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, (A) THE SITE IS PROVIDED “AS IS” AND “WITH ALL FAULTS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UO NUTRITION, LLC, INCLUDING OUR AFFILIATES, SUBSIDIARIES, LICENSORS, SUBCONTRACTORS, DISTRIBUTORS, SERVICE PARTNERS, AGENTS, AND MARKETING PARTNERS, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AND OFFICERS (COLLECTIVELY, THE “UO PARTIES”), DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE AND ANY ASPECT OF THIS AGREEMENT, INCLUDING NON-INFRINGEMENT AND ACCURACY. (B) WE AND THE UO PARTIES DO NOT WARRANT THAT THE SITE IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. (C) YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION RESULTING FROM VIRUSES OR HARMFUL COMPONENTS, EXCEPT AS MAY RESULT DIRECTLY FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (D) WE AND THE UO PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, USEFULNESS, OR EFFECTIVENESS OF INFORMATION OBTAINED FROM OR GENERATED THROUGH THE SITE. (E) YOUR USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK, AND NEITHER WE NOR ANY UO PARTIES SHALL HAVE ANY LIABILITY OR RESPONSIBILITY THEREFOR.

IF ANY NUTRITION, INGREDIENT, ALLERGEN, OR OTHER PRODUCT INFORMATION IS PROVIDED THROUGH THE SITE, WE MAKE NO REPRESENTATION OR WARRANTY THAT SUCH INFORMATION IS ACCURATE OR COMPLETE. MANUFACTURERS MAY MODIFY THEIR PRODUCTS AND UPDATE LABELS, AND YOU SHOULD CONSULT THE PRODUCT LABEL OR CONTACT THE MANUFACTURER DIRECTLY WITH ANY SPECIFIC DIETARY QUESTIONS OR CONCERNS.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, UO NUTRITION, LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST TIME, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE WILL NOT BE LIABLE FOR ANY CLAIMS BY THIRD PARTIES AGAINST YOU. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF (I) THE AMOUNT YOU PAID FOR PRODUCTS IN CONNECTION WITH THE DISPUTED ORDER, AND (II) $100. NO ACTION ARISING FROM OR RELATED TO THE SITE MAY BE INITIATED BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. Some jurisdictions do not allow the exclusion or limitation of liability for certain types of damages; thus, the exclusions set forth above may not apply to you.

15. Release

You hereby indemnify, release, acquit, waive, and forever discharge UO Nutrition, LLC and the UO Parties from and against any and all liabilities, costs, and expenses (including reasonable attorney and consultant fees) relating to or arising from any claims, demands, or causes of action of any kind as a result of your use of the Site, the Content, or any Products offered through the Site.

16. Governing Law and Arbitration

This Site is controlled by us from our corporate offices in Richmond, Virginia, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from the laws of the Commonwealth of Virginia, by accessing the Site, both you and we agree that the statutes and laws of Virginia, without regard to conflicts of laws principles, will apply to all matters relating to your use of this Site. This Site may contain products or references to products that are not available outside of the United States, and any such references do not imply that such products will be available internationally. If you access and use this Site from outside the United States, you are responsible for complying with your local laws and regulations.

We and you agree to arbitrate all disputes and claims between us, except for (i) claims seeking injunctive relief related to our intellectual property, and (ii) claims for amounts less than $10,000. This agreement to arbitrate is intended to be broadly interpreted and includes, but is not limited to:

• Claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory;

• Claims that arose before this or any prior Agreement (including, but not limited to, claims related to advertising);

• Claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and

• Claims that may arise after the termination of this Agreement.

By entering into this Agreement, you and we each waive the right to a trial by jury or to participate in a class action. This Agreement evidences a transaction in interstate commerce; thus, the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement.

A party who intends to seek arbitration must first send the other party a written Notice of Dispute (“Notice”), which must (a) describe the nature and basis of the claim or dispute and (b) specify the relief sought (“Demand”). If we and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, either party may commence an arbitration proceeding. During the arbitration, neither party’s settlement offer shall be disclosed to the arbitrator until after the arbitrator determines any award entitlement.

The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for a court to decide. Unless otherwise agreed upon, any arbitration hearings will take place in Richmond, Virginia. The arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based. The payment of arbitration fees will be governed by AAA rules.

The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent warranted by that party’s individual claim. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both parties agree otherwise, the arbitrator shall not consolidate more than one person’s claims or preside over any representative or class proceedings. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

If your claim is for $10,000 or less, you agree that any disputes will be resolved through the courts located in Richmond, Virginia.

17. DMCA Notice – Notice and Procedure for Making Claims of Copyright Infringement

Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Copyright-infringing materials found on the Site can be identified and removed using the process below, and you agree to comply with this process if you are involved in any claim of copyright infringement under the DMCA.

If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the written information specified below. This procedure is exclusively for notifying us that your copyrighted material has been infringed. We will not make any legal decisions regarding the validity of your claim of infringement or potential defenses. When a clear and valid notice is received according to the guidelines below, we will respond by either taking down the allegedly infringing content or blocking access to it. We may contact the notice provider to request additional information. Under the DMCA, we are required to take reasonable steps to notify the user who posted the allegedly infringing content (“Alleged Infringer”), who may respond with a counter-notification. Notices and counter-notices are legal documents distinct from regular communications and may be published or shared with third parties at our discretion, as well as produced under subpoena or legal discovery requests. Filing a false or fraudulent notice or counter-notice may result in liability for damages under the DMCA, including costs and attorneys’ fees. Anyone uncertain of whether certain material infringes a copyright should consult an attorney.

To file a DMCA notice, the copyright owner must send a written letter by fax, mail, or email. We reserve the right to ignore any notice not in compliance with the DMCA and may choose to respond to non-compliant notices at our discretion.

A DMCA notice must:

1. Specifically identify the copyrighted work(s) believed to be infringed (for example, “My copyrighted work is the image that appears at [location where material is located]”).

2. Identify the Content that allegedly infringes the copyright. You must provide information reasonably sufficient to enable us to locate the item on our Site and include clear screenshots of the allegedly infringing materials for identification purposes. Be as detailed as possible.

3. Provide information sufficient to allow us to contact you directly: your name, street address, telephone number, and email address (if available).

4. If possible, provide information sufficient to allow us to notify the Alleged Infringer (email address preferred).

5. Include the following statement: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”

6. Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”

7. Be signed; and

8. Be sent to the address appearing at the bottom of this Agreement.

18. Modification to Terms

We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately upon posting and apply to all subsequent access to and use of the Site. However, any changes to the dispute resolution provisions will not apply to disputes where the parties had actual notice before the change was posted on the Site. Your continued use of the Site following the posting of revised Agreement means you accept and agree to the changes. You are expected to check this page periodically for updates, as they are binding on you.

19. General

(a) As stated above, this Agreement shall be governed by Virginia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction or the United Nations Convention on the International Sale of Goods. Any disputes, actions, claims, or causes of action arising from or related to this Agreement or the Site, except for claims for injunctive relief, shall be subject to the exclusive jurisdiction of the state and federal courts located in Richmond, Virginia.

(b) If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such provisions shall be construed to reflect the intentions of the original provisions, with all other provisions remaining in full force and effect.

(c) No joint venture, partnership, employment, or agency relationship exists between you and us as a result of this agreement or your use of the Site. Our failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed by us in writing.

(d) If you have not entered into another agreement with us regarding the subject matter here, then this Agreement constitutes the entire agreement between you and us and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, concerning the subject matter. However, if you and we have entered into a separate, written, and signed agreement concerning the subject matter here, then this Agreement should be read alongside such agreement. In the event of a conflict between this Agreement and any written, signed agreement between the parties, the written, signed agreement will govern.

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please email us at [support@uonutrition.com].

UPDATED NOV 2024