LivingProof

By agreeing to these terms, you confirm that you will not copy, transmit, recreate, or share the contents of this course in any way. Doing so could result in suspension or termination from the program and/or legal action. Additionally, by agreeing to these terms and conditions, you confirm that LivingProof in no way is intended to treat, diagnose, or cure any disease or condition. You understand there are no free trials to LivingProof which means any payment is final and non-refundable. You also agree that you are 18 years of age or older. Furthermore, you confirm to opting in to receiving emails regarding LivingProof and/or helpful nutrition and wellness emails.                                        

All rights reserved. No part of this publication or program may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or any other information storage and retrieval system, without the written permission of Madison Spek. This guide is for the recipient ONLY.          

The information in this guide is not meant to substitute for any dietary regimen or advice that may have been prescribed by your doctor. As with all dietary programs, you should get your doctor’s approval before beginning. If you suspect you have a medical problem, I urge you to seek competent help. Keep in mind that nutritional needs vary from person to person. The information here is intended to help you make informed decisions about your eating and health. This program is meant to be a guide for your food choices; it does not recommend you eliminate any foods from your diet in its entirety. This program is also not for those who are under 18 years, or who have specific medical conditions. 

The information in emails, on the website, and within LivingProof do not substitute for medical or psychological advice. The reader assumes full responsibility for consulting a qualified health professional regarding health conditions or concerns, and before starting a new diet or health program. MS Nutrition LLC and accompanying websites, social media platforms, and emails are not responsible for adverse reactions, effects, or consequences resulting from the use of any recipes, plans, or suggestions herein or procedures undertaken hereafter. 

Madison/LivingProof Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS (“AGREEMENT” OR “TERMS”) CAREFULLY BEFORE USING THE SITE AND THE SERVICES OFFERED BY MS Nutrition, LLC and its affiliates (collectively, “Madison” or “we” “our” or “us”). This Agreement sets for the legally binding terms and conditions for your use of https://www.livingproof.thinkific.com/ and any other URLs and websites owned and operated by or blogs, podcasts or media produced or created by MS Nutrition, LLC d/b/a Madison, LivingProof, Madison/LivingProof, and its affiliates and all services provided by Madison/LivingProof on such sites including subdomains and sister sites (collectively, the “Site”).

The following terms and conditions govern all use of the Site and all content, services and products available at or through the Site by the user (“user” “you” or “your”). The Site is offered subject to your acceptance of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, the policies identified in Section 2 below) and procedures that may be published from time to time on this Site by Madison (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Site. By accessing or using any part of the Site, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Site or use any of the services. This Agreement applies to all users of the Site. 

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Site thereafter. 

Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page each time you access this Site, so you are aware of any changes, as they are binding on you.

If you have any questions, contact us at [email protected]. 

1. LivingProof is a Web-Based Educational Platform

(a) Madison/LivingProof acts as a web-based platform that provides opportunities for users, who comply with Madison/LivingProof’s policies to access informational and educational materials in a variety of formats (“educational content”), build their own meal plans, view video lessons, read lessons, and join an accountability group where you interact with other users (collectively the “Program”).  

 (b) Madison/LivingProof does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside Madison/LivingProof’s control. You use the Madison/LivingProof service at your own risk.

(c) Madison/LivingProof does not guarantee continuous access to the Program. For example, if at any time, Madison terminates, suspends, downgrades, or otherwise limits your Account or access to Madison/LivingProof’s services, your ability to access any Program content through the Site may be terminated.  It is your responsibility to maintain and store a copy of your data to ensure future access.

(d) Madison/LivingProof makes no representation, warranty or covenant, or guarantee either express or implied, that use of the Site and/or any offered service will result in better health, physical fitness, maintenance of a healthy weight, weight loss, reducing or eliminating nutritional deficiencies, any positive effects on eating disorders, mental well-being, symptom relief, or any particular results or consequences, at all. 

(e) Madison/LivingProof does not monitor, pre-approve, or endorse any content created by, or communications between, users in the accountability group. Madison/LivingProof has no control over the quality, safety, morality or legality of any aspect of any such user to user communication, or how the information contained in any such communications, used by the users that have access to such communications. Madison/LivingProof cannot guarantee the true identity, age, and/or nationality of a user. 

2. MEDICAL DISCLAIMER 

MADISON/LIVINGPROOF CANNOT AND IS NOT PROVIDING YOU WITH MEDICAL ADVICE OR DIAGNOSES. THE PROGRAM IS NOT INTENDED TO TREAT ANY ILLNESS OR DISEASE AND THE SERVICES SHOULD NOT BE INTERPRETED AS MEDICAL ADVICE OR DIAGNOSES.

Madison/LivingProof provides you with general information concerning nutrition in order to provide you with guidance you can use for implementing your meal planning, weight loss, and/or fitness goals. The content on the Site and any Madison/LivingProof social media accounts are provided for informational purposes only. The Program is not a substitute for medical or psychological consultation, evaluation, or treatment, and the information made available through the Site should not be relied upon when making medical decisions, or to diagnose or treat a medical condition.  

The information we provide is general and not specific to you. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding a medical condition or treatment and before undertaking a new health care regimen, and never disregard professional medical advice or delay in seeking it because of something you have read on this Site. We strongly urge and advise you to consult with your physician (or other qualified health-care provider) before making any changes in your lifestyle and routine, as changing your diet or exercise or losing weight, may affect some medical conditions and medications. You should also discuss your participation and/or continued participation in the Program with your physician.

Although the Program was developed by respected health, nutrition, fitness and lifestyle advocates we are not licensed physicians and we are not a medical organization.  

The services provided by our one-on-one or group coaching sessions are not medical or psychological, or any other type of health service or counseling. No medical or psychological diagnosis, treatment, or advice will be offered. Coaching is not a substitute or alternate to medical or psychological or other healthcare diagnosis and treatment when a medical or mental health condition or illness is present and you are advised to seek the advice of physicians or other qualified health care providers if such circumstances exist. Under no circumstances will any of your interactions with any coach or any other user of the services be deemed or construed to create a physician-patient relationship. If we become aware of or suspect any medical or psychological condition or illness, we may, at our sole discretion, terminate all or any part of the services offered to you.

All users should consult with a physician prior to participating in the Program, however those users with the below listed conditions are further advised to consult with their physician prior to using the Program or any components thereof:

1. Pregnant or nursing

2. Diabetic

3. Thyroid Disorders

4. Food allergy(s)

5. Morbid obesity

6. Eating disorder(s)

7. Under 18 years of age.

Users should use their discretion and adjust their use of the Program to take into account such user’s specific circumstances.  Always confer with your appropriate medical provider. If any information you receive or obtain from the Site or use of any services is inconsistent with medical advice from your physician, you should follow the advice of your physician. YOUR USE OF, RELIANCE ON, OR IMPLEMENTATION OF ANY ELEMENT OF THE PROGRAM IS AT YOUR SOLE RISK. 

You should be aware of certain risks that have been associated with weight loss. Risks include but are not limited to; constipation, dehydration, diarrhea, dizziness, hair loss, headaches, dry or cold skin, fatigue, inflammation, cramps, gallstones, gout, heart palpitations, loss of lean body mass, irregular or stopping of menstruation, as well as other possible side effects. Madison/LivingProof is not responsible for any adverse reactions, effects, or consequences resulting from your use of, reliance on, or implementation of any element of the Program.

3. Account Registration 

(a) Madison/LivingProof’s services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old.  Individuals under the age of 18 must at all times use Madison/LivingProof’s services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In such cases, the adult is the user and is responsible for any and all activities and transactions that involve the applicable minor on the Site.

(b) You represent and warrant that all registration information you submit is accurate and truthful. Madison/LivingProof may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.

(c)  In addition, you must abide by all Madison/LivingProof’s policies mentioned in this Agreement as well as all other operating rules, policies and procedures that may be published from time to time on the Site by Madison/LivingProof (if applicable to your activities on or use of the Site), each of which is incorporated herein by reference and each of which may be updated by Madison/LivingProof from time to time.  In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by Madison/LivingProof from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference. 

(d) To complete your registration, you will provide your first and last name, email address, credit card information, billing address, and create a password.  You are responsible for maintaining the confidentiality of your password and account. You may optionally provide information about your diet, physical attributes, and/or fitness and health goals. You are fully responsible for all activities that occur under your password or account. You are further responsible for any and all liability and/or damage resulting from your failure to maintain password confidentiality. It is important for you to protect against unauthorized access to your computer. Be sure to log off when you finish using a shared computer. You agree to immediately notify Madison/LivingProof of any unauthorized use of your password or any breach of security. You also agree that Madison/LivingProof cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. 

(e) You must keep your account information up-to-date and accurate at all times, including a valid email address. To utilize the paid services on our Site you must provide and maintain valid payment information such as valid credit card information with the Madison/LivingProof merchant services provider, Stripe. 

(f) You may not transfer or sell your Madison/LivingProof account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.

(g) Madison/LivingProof’s services are not available to cancelled or temporarily or indefinitely suspended Madison/LivingProof users. Madison/LivingProof reserves the right, in Madison/LivingProof’s sole discretion, to cancel unconfirmed accounts. Madison/LivingProof reserves the right to refuse service to anyone, for any reason or no reason, at any time and to terminate such accounts. Madison/LivingProof reserves the right to terminate accounts that have been inactive for a period of twelve (12) months or longer.  

Once your account is terminated, you understand and acknowledge that Madison/LivingProof may permanently delete your account and all data associated with it. 

 (h) You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site, the Program, and any Madison/LivingProof service and, if applicable, your participation in the accountability group and any information you may collect thereby. 

4. Madison/LivingProof Membership One-Time Purchase and Subscriptions

(a) Madison/LivingProof provides a paid monthly membership subscription service and/or a one-time purchase option (the “Membership(s)”) to you subject to the Terms contained in this Agreement. If you elect to access any paid component of the Site, such as becoming a subscriber of a paid Membership, you agree to pay all fees and charges associated with that paid component on a timely basis. You may purchase subscription access to a Membership (a “Subscription”) for a fee (the “Fee(s)”) for a thirty (30) day period (“Access Period”). Unless otherwise stated, all Fees are due and payable in advance, are non-refundable, and are exclusive of any applicable federal, state, telecommunications, excise, municipal taxes or duties, including VAT and GST, or other local taxes (“Applicable Taxes”). All such Fees will be charged to the payment method you provided when you elected to access that paid component of the Site. You agree to maintain a valid, accurate, and up to date payment method during the term of your use of such services.

(b) Your ability to access and use your Membership commences on the date Madison/LivingProof makes the Membership available to you following your registration for such Membership and remittance of the Fee and Applicable Taxes, if any, and continues for the duration of the Access Period. Madison/LivingProof will automatically renew your Subscription for additional thirty day Access Periods by charging the associated Fee plus any Applicable Taxes to the payment method you provided unless you cancel your Subscription as provided below. 

(c) Unless you affirmatively opt-out of automatic renewal before the end of the then-current Access Period (as applicable), you hereby authorize Madison/LivingProof to renew or commence your Subscription (if applicable and/or sign up for subscription version instead of one-time payment) automatically at the end of each Access Period for a new Access Period. If you opt-out of automatic renewal, your Subscription will expire and your access to your Membership will cease at the end of the then current Access Period. In order to continue to access your Membership after your Access Period has expired, you will need to purchase a new Subscription. Madison/LivingProof assumes no responsibility or liability if your Subscription fails to renew or otherwise expires because of outdated or incorrect payment information.

 (d) You may cancel your Membership Subscription at any time by emailing [email protected]. If you cancel your Subscription during your current Access Period, your access to the Subscription will continue until the end of your then-current Access Period, at which point it will expire. Purchase and/or redemption of your Subscription is final and non-refundable; Madison/LivingProof will not issue you any refund, including partial, pro-rated, or otherwise unless required to do so by law. 

(e) Madison/LivingProof also may allow you to join or register for one-on-one or group coaching sessions through the Site. Any sessions requiring payment in advance will be billed to the payment method associated with your account upon registration. Coaching sessions take place on Zoom or by phone, which is an online video conferencing platform (and we reserve the right to change platforms at any time at our discretion). You understand and acknowledge that Madison/LivingProof does not have control over these platforms or their security. Please review their terms and conditions and privacy policies prior to using them. 

(f) Madison/LivingProof reserves the right to modify, offer additional, or cease offering its Membership(s) at any time in its sole discretion, including but not limited to changes in Fees, or modifying the features and functionality of the Site and any Membership Subscription. If we cease offering your current Membership, your access to your Membership will continue until the end of your then-current Access Period. We will provide you with thirty (30) days prior notice via email before changes in Subscriptions or Fees take effect. Any changes to the Subscription or Fees will be effective upon your next billing cycle, and will not apply retroactively or to the remainder of your current Access Period. 

(g) The program and any eBooks such as recipe eBooks and cooking videos are electronic products, and therefore cannot be “returned”. They are non-refundable. 

5. Your Content and Prohibited Activities

(a) You are solely responsible for your conduct and activities on and regarding the Site, your use of the content on the Site and any and all data, text, information, reviews, posts, usernames, graphics, images, photographs, profiles, audio, video, polls, surveys,  and links (together, “Content”) that you submit, post, store, and/or display on or through any Site.

(b) You hereby represent and warrant that you shall not:

1. Upload, download, post, email or otherwise transmit any Content in a fraudulent manner/for the purposes of committing a fraud.

2. Upload, download, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, trade libelous, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another’s rights including but not limited to rights of celebrity, privacy and intellectual property.

3. Impersonate or attempt to impersonate any person or entity, including the Company, or falsely state or otherwise misrepresent your affiliation with a person or entity. 

4. Upload, download, post, email or otherwise transmit any Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. 

5. Upload, download, post, email, use the Site, or otherwise transmit any Content that would constitute or encourage a criminal offense, illegal activity, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law.

6. Use the service or the Site to exploit or harm minors in any way, including, but not limited to, uploading Content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct, or upload Content that may be seen as condoning or encouraging unsafe practices that would result in the physical, mental or moral harm of children.

7. Upload, download, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation. 

8. Upload, download, post, email or otherwise 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, or any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

9. Upload, download, post, email or otherwise transmit false, inaccurate, or misleading information.

10. Disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, third party sites, vendor’s or customer’s sites, or networks connected to or accessible through the Site or affiliated or linked websites.

11. Access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.

12. Disrupt or interfere with any other user’s enjoyment of the Site or affiliated or linked websites.

13. Frame the Site within another Site or webpage or link to the Site except as permitted in writing by Madison/LivingProof or Host images not part of a listing. 

14. Incorporate images or names that would violate a person’s right of privacy or publicity. 

15. Incorporate a current or former leader, politician, religious figure, convicted criminal or notorious person, or other famous person’s name or likeness without their express written consent.

16. Use a manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the service or Site.

17. Copy, modify or distribute rights or Content from the Site, service or tools or Madison/LivingProof copyrights and trademarks.

18. Harvest or otherwise collect information about users, including email addresses, without their consent and our consent.

19. Violate this Agreement and/or any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).

20. Take any action that may undermine online reviews or feedback.

21. Appear to create liability for Madison/LivingProof or cause Madison/LivingProof to lose (in whole or in part) the services of Madison/LivingProof’s ISPs or other suppliers. 

22. Send any emails with deceptive subject lines or false or misleading heading information.  

(c) You acknowledge that Madison/LivingProof does not pre-screen submitted Content, but that Madison/LivingProof and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any Content that is available via the Site. Madison/LivingProof does not endorse any Content submitted to the Site by any user or other licensor, or any opinion, claim, recommendation, or advice expressed therein, and Madison/LivingProof expressly disclaims any and all liability in connection with any Content. Without limiting the foregoing, Madison/LivingProof and its designees shall have the right to remove, without prior notice, any Content that violates the Agreement or is otherwise objectionable to Madison/LivingProof. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

(d) You acknowledge and agree that you alone are responsible for the creation and compilation of your Content. 

(e) You acknowledge and agree that Madison/LivingProof may, but is not obligated to, preserve or store your Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation, storage or disclosure is reasonably necessary. You understand that the technical processing and operation of the Site, including your Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connection networks or devices.

(f) You agree that you are responsible for actions and communications undertaken under your account. Madison/LivingProof takes no responsibility and assumes no liability for any Content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third party may encounter. You agree to waive any claims against Madison/LivingProof and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications, Content or materials on the Site. You agree to indemnify Madison/LivingProof and its affiliates from all claims and expenses, including reasonable attorney’s fees, which claims are based on or arise from your violation of any of the provisions of this Agreement.

(g) You agree that you will use this Site in accordance with all applicable United States federal, state and local laws, statutes, regulations and ordinances and will not take any action that harms or violates the rights of any person or entity.

6. Rights to and Use of Content

(a) Madison/LivingProof does not claim ownership rights in your Content. You grant Madison/LivingProof a license solely to enable Madison/LivingProof to use any information or Content you supply Madison/LivingProof with, so that Madison/LivingProof is not violating any rights you might have in that Content. You grant Madison/LivingProof a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, trademark, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Madison/LivingProof to store, translate, or re-format your Content on Madison/LivingProof and display your Content on Madison/LivingProof in any way Madison/LivingProof chooses.

(b) As part of communications with other users, you may obtain personal information, including contact information, names, locations, occupation, and health or diet information from another Madison/LivingProof user or a third party. Without obtaining prior permission from the other user or such third party, this personal information shall only be used for such Madison/LivingProof-related communications or as specifically consented to by such user or third party submitted the information. Madison/LivingProof has not granted you a license to use the information for unsolicited commercial messages, a commercial purpose, or any other purpose. Without limiting the foregoing, without express consent from the user, you are not licensed to add any Madison/LivingProof user to your email or physical mail list. 

(c) By posting Content on the Site, it is possible for an outside website or a third party to re-post that Content. You agree to hold Madison/LivingProof harmless for any dispute concerning this use. If you choose to display your own Madison/LivingProof-hosted content on another website, the image must provide a link back to its listing page on Madison/LivingProof or other applicable Site.

(d) Madison/LivingProof considers any solicited or unsolicited suggestions, ideas, proposals, content of any notes, messages, e-mails, postings, letters, concepts or other material submitted to it by users via the Site or otherwise (other than the account information, personal information) (collectively, the “Material”) to be non-confidential and non-proprietary, and Madison/LivingProof shall not be liable for the disclosure or use of such Material. If, at Madison/LivingProof’s request, any user sends Material to improve the site (for example through the Forums or to customer support), Madison/LivingProof will also consider that Material to be non-confidential and non-proprietary and Madison/LivingProof will not be liable for use or disclosure of the Material. Any communication by you to Madison/LivingProof is subject to this Agreement.  The intellectual property rights in or relating to the Material will automatically be deemed to be assigned, granted and transferred by you to Madison/LivingProof upon their submission or communication to Madison/LivingProof, and you do assign all rights therein to Madison/LivingProof and agree that the same will automatically become the property of Madison/LivingProof and that Madison/LivingProof may use, exploit, copy, publish, implement, transfer and in all other ways deal with such materials and all of the intellectual property rights therein in any way and for any purpose, commercial or otherwise, Madison/LivingProof may elect, forever, without compensation or accounting to you and without further recourse by you.

7. Third Party Sites

Madison/LivingProof is not responsible for the availability of outside websites or resources linked to or referenced on the Site. Madison/LivingProof does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources.  Madison/LivingProof does not monitor or investigate such websites and is not responsible for the content, functionality, or practices of such websites or widgets. You agree that Madison/LivingProof shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources. If you decide to leave the Site and access any third-party website, you do so at your own risk. Madison/LivingProof suggests that you read the terms of use and privacy policies (if any) on those third-party websites.

Links on this Site may lead you to a product or service that provides an affiliate commission to Madison/LivingProof. Madison/LivingProof does not prioritize any such affiliate relationship over the needs of our users when making recommendations or providing information to users.  Please note that we have not been given any free products, services, or anything of value by such affiliates in exchange for mentioning them on the Site. 

8. Resolution of Disputes and Release

(a)In the event a dispute arises between you and Madison/LivingProof, please contact Madison at [email protected]. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Atlanta, Georgia, using the English language in accordance with the Arbitration Rules and Procedures of American Arbitration Association (“AAA”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected in accordance with the Arbitration Rules and Procedures of AAA. The arbitrator’s award shall be final and binding. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the District of Georgia. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and Madison/LivingProof agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

(b) You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Georgia. You further agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim is initiated in court rather than in arbitration you and Madison/LivingProof waive any right to a jury trial.

 (c) In the event a dispute arises between you and another user or a third party, Madison/LivingProof encourages you to contact the user or third party to resolve the dispute amicably. If you have a dispute with one or more users or users you release Madison/LivingProof (and Madison/LivingProof’s officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

(d) If users or a user and a third party have a dispute resulting from Content or relating to a user’s use of the Site, they must resolve such dispute amongst themselves.  Madison/LivingProof has no obligation to resolve disputes between users or between users and outside parties. To the extent that Madison/LivingProof attempts to resolve a dispute, Madison/LivingProof will do so in good faith based solely on Madison/LivingProof’s policies. Madison/LivingProof will not make judgments regarding legal issues or claims.

(e) You may also report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable. 

(f) You release Madison/LivingProof (and Madison/LivingProof’s officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes with one or more users, or an outside party. 

9. Madison/LivingProof’s Intellectual Property

(a) The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Madison/LivingProof, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms permit you to use the Site for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as follows:

1. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

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

3. You may print or download one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

4. If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

5. If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

1. Modify copies of any materials from this Site.

2. Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

3. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Site.

You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

(b) Madison/LivingProof, and other Madison/LivingProof graphics, logos, designs, page headers, button icons, scripts, and service names are copyrights, registered trademarks, trademarks or trade dress of Madison/LivingProof, Inc. in the U.S. and/or other countries. Madison/LivingProof’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion to consumers or in any manner that disparages or discredits Madison/LivingProof.  All other trademarks not owned by Madison/LivingProof that appear on this site are the property of their respective owners.  

(c) You acknowledge and agree that any content, including but not limited to text, data, photos, graphics, etc. or other material contained or distributed on or through the Site, by Madison/LivingProof, its advertisers or other third parties, is protected by trademarks, service marks, patents, copyrights, or other proprietary rights and laws. You may not use or distribute any content received through the Site without the authorization of Madison/LivingProof or the content owner. You agree not to publish, reproduce, copy, in whole or in part, nor upload, download, post, email, sell, or otherwise distribute content available through the Site, in violation of applicable copyright and other intellectual property laws.

(d) You acknowledge and agree that the Site and any software provided to you or used in connection with the Site, including, for example and without limitation, any Madison/LivingProof API, Widget integration, or other scripts (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws.  Other than as expressly provided under these terms, you agree not to reproduce, duplicate, copy, sell, resell or exploit for other commercial purposes, any portion of the Site, without Madison/LivingProof’s express written consent.

(e) Madison/LivingProof may make certain software available to you through the Site. If you download software from the Site, the software, including all files and images contained in or generated by the software, and accompanying data (collectively, “Software”) are deemed to be licensed to you by Madison/LivingProof for your personal, noncommercial, home use only. Madison/LivingProof does not transfer either the title or the intellectual property rights to the Software, and Madison/LivingProof retains full and complete title or license to the Software as well as all intellectual property rights therein, as applicable. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form.

10. Promotions

In addition to the terms and conditions in this Agreement, any contests, sweepstakes, surveys, games or similar promotions (collectively, “Promotions”) made available through the Site may be governed by specific rules that are separate from this Agreement. By participating in any such Promotion, you will become subject to those rules, which may vary from the terms and conditions in this Agreement. We ask you to please review any specific rules applicable to a particular Promotion, which will be linked from such Promotion, and to review our Privacy Policy which, in addition to this Agreement, governs any information you submit in connection with such activities. To the extent that the terms and conditions of such rules conflict with this Agreement, the terms and conditions of such program/promotion shall control.

11. Access and Interference

You agree that you will not use any robot, spider, scraper or other automated means to access Madison/LivingProof for any purpose whatsoever, except to the extent expressly permitted by Madison/LivingProof in writing. Additionally, you agree that you will not:

1. Take any action that imposes, or may impose, in Madison/LivingProof’s sole discretion, an unreasonable or disproportionately large load on Madison/LivingProof’s infrastructure.

2. Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) or other allowed uses or otherwise without the prior express written permission of Madison/LivingProof and the appropriate third party, as applicable.

3. Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site.

4. Bypass Madison/LivingProof’s robot exclusion headers or other measures Madison/LivingProof may use to prevent or restrict access to Madison/LivingProof.

12. Breach

(a) Without limiting any other remedies or abilities, Madison/LivingProof may, without notice, and without refunding any fees, delay or immediately remove Content, warn Madison/LivingProof’s community of a user’s actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user’s account privileges, terminate a user’s account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:

(b) Madison/LivingProof suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, Madison/LivingProof guidelines, or other policy documents and community guidelines incorporated herein; Madison/LivingProof is unable to verify or authenticate any of your personal information or Content; or Madison/LivingProof believes that a user is acting inconsistently with the letter or spirit of Madison/LivingProof’s policies, has engaged in improper or fraudulent activity in connection with Madison/LivingProof or the actions may cause legal liability or financial loss to Madison/LivingProof’s users or to Madison/LivingProof.

(c) Madison/LivingProof reserves the right to suspend and/or terminate a person’s account or any accounts held by that person by virtue of association, including all usernames under which that person operates on Madison/LivingProof. 

(d) Madison/LivingProof’s failure to act with respect to a breach by you or others does not waive Madison/LivingProof’s right to act with respect to subsequent or similar breaches. 

13. No Warranty

YOUR USE OF THE SITE IS AT YOUR SOLE RISK.  MADISON/LIVINGPROOF, MADISON/LIVINGPROOF’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND MADISON/LIVINGPROOF’S SUPPLIERS PROVIDE MADISON/LIVINGPROOF’S SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. MADISON/LIVINGPROOF, MADISON/LIVINGPROOF’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND MADISON/LIVINGPROOF’S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM MADISON/LIVINGPROOF SHALL CREATE ANY WARRANTY.  MADISON/LIVINGPROOF DOES NOT MAY ANY WARRANTY THAT (A) THE SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS OR (B) THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASE OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS OR (D) THAT DEFECTS, IF ANY WILL BE CORRECTED, OR (E) THERE WON’T BE ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND OR ANY AND ALL PERSONAL INFORMATION AND OR FINANCIAL INFORMATION STORED THEREIN, OR (G) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY WILL BE MONITORED OR PREVENTED.  SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

14. Liability Limit

IN NO EVENT SHALL MADISON/LIVINGPROOF, AND (AS APPLICABLE)MADISON/LIVINGPROOF’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR MADISON/LIVINGPROOF’S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, MADISON/LIVINGPROOF’S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

MADISON/LIVINGPROOF’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF MADISON/LIVINGPROOF’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO MADISON/LIVINGPROOF IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

15. Indemnity

YOU AGREE TO INDEMNIFY AND HOLD MADISON/LIVINGPROOF AND (AS APPLICABLE) MADISON/LIVINGPROOF’S PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SITE, SUBMITTED CONTENT, BREACH OF THIS AGREEMENT, OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

16. DMCA and Intellectual Property Rights Policy

As Madison/LivingProof asks that others respect its intellectual property rights, Madison/LivingProof respects the intellectual property rights of others. If you believe that material located on or linked to by the Site violates your copyright or trademark, you are encouraged to notify Madison/LivingProof in accordance with Madison/LivingProof’s Digital Millennium Copyright Act (“DMCA”) Policy (see below). Madison/LivingProof will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material that are contained on the Site. Madison/LivingProof may terminate a user’s access to and use of the Site at Madison/LivingProof’s sole discretion if Madison/LivingProof determines that the user is or may be infringing on the copyrights or other intellectual property rights of Madison/LivingProof or others. 

DMCA/IP Notification Policy:  To notify Madison/LivingProof of infringing or unlawful content, please provide Madison/LivingProof with the following information:

• Your name, address, telephone number and e-mail address;

• A description of the exact location on the Site of the infringing or unlawful content;

• A description of the claimed infringing or unlawful content, specifying which parts you believe infringe or are unlawful and which parts you believe should be removed;

• In the event that you believe that the content infringes your rights, please include a detailed statement specifying your asserted rights and why the content infringes them;

• In the event that you believe that the content is unlawful, please include a detailed statement specifying why you believe that the content breaches a particular law; and

• A sworn and signed statement that the information provided is accurate and that you are directly or indirectly damaged by the content. 

Madison/LivingProof takes such notices very seriously.  Madison/LivingProof will evaluate the provided notice and if appropriate, based on Madison/LivingProof’s sole discretion, remove the content or disable access to the content.   Based on Madison/LivingProof’s judgment, Madison/LivingProof may notify the source of the content of your complaint and Madison/LivingProof’s actions in response to your complaint.  Madison/LivingProof reserves the right in Madison/LivingProof’s sole discretion to restore such content if the source of such content provides evidence that the content should not have been removed. Madison/LivingProof encourages you to seek the advice of an independent attorney before filing an intellectual property notice or responding to a notice filed by another user. 

Madison/LivingProof may be notified of claims of intellectual property infringement by mailing or emailing the above requested information to: 

MS Nutrition, LLC

Attn: Madison Spek

651 N Broad St, Suite 206

Middletown, DE 19709

Email: [email protected]

Infringement and Third-Party Content

Because the Site allows content to be posted from third parties and third-party websites, there is a chance that the ability to remove any allegedly infringing content will be out of Madison/LivingProof’s control. While Madison/LivingProof will make a good faith effort to remove the allegedly infringing content, once content is posted from Madison/LivingProof to any third-party website, Madison/LivingProof will have no control or ability to remove such content.  If you believe your copyright has been infringed by a Madison/LivingProof user posting content from a third-party website or to a third-party website, we strongly suggest you contact the third party or third-party site directly and request the allegedly infringing material be taken down.

17. Severability

If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect.

18. Relationship

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

19. Madison/LivingProof Services

Madison/LivingProof reserves the right to modify or terminate the Madison/LivingProof service for any reason, without notice, at any time. Madison/LivingProof reserves the right to alter these Terms or other Site policies at any time, so please review the policies frequently. If Madison/LivingProof makes a material change Madison/LivingProof will notify you here, by email, by means of a notice on our home page, or other places Madison/LivingProof deems appropriate. What constitutes a “material change” will be determined at Madison/LivingProof’s sole discretion, in good faith, and using common sense and reasonable judgment.

20. Choice of Law

This Agreement shall in all respects be interpreted and construed with and by the laws of the State of Delaware, excluding its conflicts of laws rules, and the United States of America.

21. Survival

Sections 1 (Madison/LivingProof is a Web-Based Educational Platform),  2 (Madison/LivingProof is Not a Medical Professional), 5 (Your Content and Prohibited Activities),  6 (Rights to and use of Content), 8 (Resolution of Dispute and Release), 9 (Madison/LivingProof’s Intellectual Property), 10 (Promotions), 11 (Access and Interference), 12 (Breach), 13 (No Warranty), 14 (Liability Limit), 15 (Indemnity), 16 (DMCA and Intellectual Property Rights Policy), 17 (Severability), 20 (Choice of Law), 21 (Survival), 24 (Subpoenas), and 25 (Notices) shall survive any termination or expiration of this Agreement.

22. Assignment

You may not assign your account, this Agreement, or any of your rights or responsibilities hereunder.  Madison/LivingProof may assign its rights and responsibilities hereunder without notice to you. 

23. General

These Terms will inure to the benefit of Madison/LivingProof’s successors, assigns and licensees.  Any heading, caption, or section title contained herein is inserted only as a matter of convenient, and in no way defines or explains any section or provision hereof.  The failure of Madison/LivingProof to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such rights or provisions.

24. Subpoena Fees

If Madison/LivingProof has to provide any information concerning you, your account, and/or your use of the Site or services, in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs.  These fees may include legal fees, and labor fees, for the time our employees spend retrieving such information and records, preparing documents, and/or participating in any depositions or discovery proceeding. 

25. Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail to Madison/LivingProof; 651 N Broad St, Suite 206, Middletown, DE 19709 (in the case of Madison/LivingProof) or, in your case, to the email address you provide to Madison/LivingProof (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Madison/LivingProof may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Madison/LivingProof. In such case, notice shall be deemed given three days after the date of mailing.