Terms of Use

1. Acceptance of the Terms of Use.

Readout, Inc. d/b/a Journeys Metabolic (“Company”, “we” or “us”) offers the Journeys Metabolic wellness programs (the “Program”) and maintains the Journeys Metabolic application, including all Program content, functionality services and other content embodied therein (but expressly excludes any third-party services, offered on or through the application) (collectively, the “Application”).  The following terms and conditions (“Terms of Use”) govern your participation in the Programs and access to and use of the Application on iOS, Android, web-based, or any other mobile platforms.  The Application is licensed, not sold, to you.

Please read the Terms of Use carefully before you start to use the Application. By using the Application, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use.  If you do not want to agree to these Terms of Use, you must not access or use the Application.

This Application is offered and available to users who are aged eighteen (18) years and older.  If you are agreeing to be bound by this Agreement on behalf of your employer or another entity, you must have the full legal authority to bind your employer or such entity to this Agreement.  By using the Application, you represent and warrant that you meet all of the foregoing eligibility requirements.  If you do not meet all of these requirements, you must not access or use the Application.

2. Changes to the Terms of Use.

We may revise and update these Terms of Use from time to time in our sole discretion.  Changes are effective immediately when we post them, but are not retroactive.  Your continued use of the Application following the posting of revised Terms of Use means that you accept and agree to the changes.  You must check this page frequently so that you are aware of any changes, and immediately discontinue access or use of the Application if you do not want to agree to the revised Terms of Use.

3. Acceptance of Privacy Policy

All information we collect on the Application is subject to our Privacy Policy.   By using the Application, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by our Privacy Policy.  If you do not want to agree to our Privacy Policy, you must not provide us any personal information.

Our Application is hosted in the United States and our services are provided from the United States.  If you are a user accessing our Application or services from the European Union, Asia or any other region with laws governing personal data collection, use and disclosure that differ from United States laws, you are expressly and knowingly consenting to the transfer of your personal information to the United States and other jurisdictions as indicated above, and to our use of your personal information in accordance with our Privacy Policy.

4. Accessing the Application and Account Security; Maintenance and Support.

We reserve the right to withdraw or amend this Application, and any service or material we provide on the Application, in our sole discretion without notice.  We will not be liable if for any reason all or any part of the Application is unavailable at any time or for any period.  From time to time, we may restrict access to some parts of the Application, or the entire Application, to users, including registered users.

You are responsible for making all arrangements necessary for you to have access to the Application.  To access the Application or some of the resources it offers, you may be asked to provide certain registration details or other information.  You must provide information that is correct, current and complete.  You agree that all information you provide to register with this Application or otherwise, including but not limited to through the use of any interactive features on the Application, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity.  You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Application or portions of it using your username, password or other security information.  If you permit any other person to use your account, you will be responsible for their activities while using the Application.  You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.  We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion if, in our opinion, the continued use of that username, password or other identifier would be inappropriate.

In the event that you require any maintenance or support services with respect to the Application, please email jmsupport@journeysmetabolic.com.

5. License Grant; Intellectual Property Rights.

(a)        License Grant.  Subject to the terms and conditions of these Terms of Use, the Company grants you a limited, non-exclusive, non-sublicenseable, and non-transferable license to:

(i)        download, install and use the Application for your personal, non-commercial use on mobile devices owned or otherwise controlled by you strictly in accordance with the Application’s documentation; and

(ii)       access, download and interact on such mobile devices with the content, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) made available in or accessible on or through the Application, strictly in accordance with these Terms of Use.

(b)       License Restrictions.  You shall not:

(i)  copy the Application, except as expressly permitted by this license;

(ii)  modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application;

(iii)  reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

(iv)  remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

(v)  rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;

(vi)  input, upload, transmit or otherwise provide to or through the Application or the Company’s systems, any information or materials that are unlawful or injurious, that violate the Content Standards (as defined below), or that contain, transmit or activate any Harmful Code (as defined below);

(vii)  access or use the Application in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right of any third party, or that violates any applicable law;

(viii) access or use the Application for purposes of competitive analysis, developing, producing, marketing, distributing, licensing, or selling any product or service that may compete with the Application, or disclosing to the Company’s competitors, for any purpose, otherwise non-public information about the Application; or

(ix) use the Application in any manner that is contrary to the provisions of this Agreement, our mobile application Privacy Policy or any other applicable documents or policies referenced herein.

(c)        Intellectual Property Rights.  The Company and its licensors and service providers reserve and shall retain all right, title and interest in and to the Application, including all copyrights, trademarks and other intellectual property rights (collectively, “Intellectual Property Rights”) therein or relating thereto, except as expressly granted to you in this Agreement. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest or Intellectual Property Rights of the Application under these Terms of Use, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under these Terms of Use, our Privacy Policy or any other applicable documents or policies referenced herein. The Application is owned by the Company or its licensors, and as such the Application is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

The Application is subject to LifeOmic Holdings LLC’s (“LifeOmic”) copyright and LifeOmic owns all Intellectual Property Rights in the LifeOmic Platform Application, although copyrighted, are unpublished and contain proprietary and confidential information of LifeOmic and are considered by LifeOmic to be trade secrets. You agree to hold the Application in confidence and you further agree to take all reasonable precautions to safeguard the confidentiality of such Application. 

In the event that any third-party intellectual property infringement claim or action is brought against you relating to or arising out of your possession, access, or use of the Application, to the extent such possession, access, or use is not in accordance with the terms of these Terms of Use, LifeOmic shall have no responsibility for the investigation, defense, settlement or discharge of any such intellectual property infringement claim.

6. Trademarks.

The Company name, the term “LifeOmic”, the Application’s name, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors.  You must not use such marks without the prior written permission of the Company.  All other names, logos, product and service names, designs and slogans on this Application are the trademarks of their respective owners.

7. Prohibited Uses.

You may use the Application only for lawful purposes and in accordance with these Terms of Use.  You agree not to use the Application:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, receive, upload, download, use or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
• To transmit any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
• To post or publish any content or information that constitutes, purports to be or could reasonably be construed to be medical advice.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity.
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Application, or that may harm the Company or users of the Application or expose them to liability.

Additionally, you agree not to use the Application in any manner that could disable, overburden, damage or impair the Application, or in any manner that could interfere with any other party’s use of the Application, including their ability to engage in real time activities through the Application.  Without limitation, you must not:

• Use any robot, spider or other automatic device, process or means to access the Application for any purpose, including monitoring or copying any of the material on the Application.
• Introduce any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful or attack the Application via a denial-of-service attack or a distributed denial-of-service attack (“Harmful Code”).
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Application, the server on which the Application is stored, or any server, computer or database connected to the Application.

8. User Contributions.

The Application may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons content or materials (collectively, “User Contributions”) on or through the Application.

You must own or control all rights in and to your User Contributions, and all of your User Contributions must comply with the Content Standards (defined below) set out in these Terms of Use.  Any User Contribution you post to the Application will be considered non-confidential and non-proprietary.  By providing any User Contribution on the Application, you grant the Company and its affiliates and service providers the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute and that you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.  We are not responsible for the content or accuracy of any User Contributions posted by you or any other user of the Application.

9. Content Standards.

User Contributions must in their entirety comply with all applicable federal, state, local and international laws, and regulations (together with the following restrictions, “Content Standards”).  Without limiting the foregoing, User Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use or our Privacy Policy.
• Post copies of private communications between private individuals without the explicit consent of all parties to the communication.
• Include doxing, which includes not only private or obscure personal information but also the aggregation of publicly available information to target, shame, blackmail, harass, intimidate, threaten, or endanger.
• Post intimate or explicit images of another individual.
• Contain content that violates others’ privacy, including sensitive or confidential information such as credit card numbers, social security numbers, non-public phone numbers, physical addresses, email addresses, or other non-public information.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
• Use the platform for phishing or fraud. Don’t use tags, links, titles, or other metadata in a misleading way. Don’t link to or embed malicious or harmful code or software in your posts
• Use deception to generate revenue or traffic.

Spam
We do not allow spam. All spam will be immediately removed. While it is hard to define this content with precision or completeness, here are some representative behaviors we look for that are characteristic of spam:

• Posting content primarily to drive traffic to, or increase the search rankings of, an external site, product, or service.
• Scraping and reposting content from other sources for the primary purpose of generating revenue or other personal gains.
• Posting duplicate content, whether from a single account or across multiple accounts.
• Stories where the content is clipped with the sole purpose of linking to the rest of the article on a different website.
• Performing a disproportionately large number of interactions, particularly by automated means. This includes bulk, indiscriminate interactions, such as following of other accounts (follow spam) liking, tagging, or leaving comments.
• Repeatedly using responses or other interactions as a method of promotion.
• Participating in bounty campaigns or brigades to artificially inflate rankings for posts, accounts, businesses, or products.
• Use or re-use content templates with slight modifications across multiple posts and accounts.

10. Monitoring and Enforcement.

We have the right to take any actions that we consider to be appropriate to ensure that the Application is operated in an appropriate manner.  We may remove or refuse to post any User Contributions for any or no reason in our sole discretion, and we may take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Application or the public or could create liability for the Company.  We may disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.  We may terminate or suspend your access to all or part of the Application for any reason that we determine to be adequate, including any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Application.  YOU WAIVE ANY RIGHT TO ASSERT ANY CLAIMS RESULTING FROM ANY SUCH ACTION TAKEN BY THE COMPANY.

We do not undertake to review all material before it is posted on the Application and cannot ensure prompt removal of objectionable material after it has been posted.  Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.  We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

• How to report a violation:

If you find a post or account that violates these rules, please report it. You can use the “Report Inappropriate Content” link in the app settings to provide more detail or to report other conduct you believe violates our rules. Additionally, you can send us an email to jmsupport@journeysmetabolic.com.

• Appeals

If you believe your content or account have been restricted or disabled in error, or believe there is relevant context we were not aware of in reaching our determination, you can write to us at jmsupport@journeysmetabolic.com. We will consider all good faith efforts to appeal.

• Government Takedown Requests

If we receive a request from a government actor to restrict access to content associated with your account, we will notify you unless we are prohibited by law or believe doing so may endanger others. Where applicable, we will work to limit legally-ordered content restrictions to jurisdictions where we have a good faith belief that we are legally required to restrict the content.

We may enforce, or not enforce, these policies at our sole discretion. These policies don’t create a duty or contractual obligation for us to act.

We also may change these rules at any time.

11. Term and Termination.

The term of these Terms of Use commences when you acknowledge your acceptance of these Terms of Use by clicking “Agree” and will continue in effect until terminated by you or by us as set forth in this Section 11.

You may terminate these Terms of Use by deleting the Application and all copies thereof from your mobile device and terminating your account.

We may terminate these Terms of Use at any time without notice. In addition, these Terms of Use will terminate immediately and automatically without any notice if: (i) you violate any of the terms and conditions of these Terms of Use; or (ii) the license agreement between us and LifeOmic terminates.

Upon termination: (a) all rights granted to you under these Terms of Use will also terminate; and (b) you must cease all use of the Application and delete all copies of the Application from your mobile device and account.

Termination will not limit any of the Company’s rights or remedies at law or in equity arising prior to termination.  This Section 11, and Sections 5(b), 5(c), 6, 7, 9, 10, 13, 14, and 18 through 25 will survive any such termination.

12. Copyright Infringement.

• Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe in good faith that any materials accessible on or from this Application infringe your copyright, you may request removal of those materials (or access to them) from the Application by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature.
• An identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Application, a representative list of such works.
• An identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material, such as a link to the material.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• The following statement: “I have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.”
• The following statement: “I swear, under penalty of perjury, that the information in this written notice is accurate and that I am the copyright owner, or am authorized to act on behalf of the copyright owner, of an exclusive right that is allegedly infringed.”

Our designated Copyright Agent to receive DMCA Notices is:

Legal

Readout, Inc. d/b/a Journeys Metabolic,

2940 Locust St.

St. Louis, MO 63103

jmsupport@journeysmetabolic.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Application is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

• Counter-Notification Procedures

If you believe that material you posted on the Application was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our Copyright Agent (identified above). Pursuant to the DMCA, the Counter-Notice must include substantially the following:

• Your physical or electronic signature.
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access was disabled.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material identified above was removed or access to it was disabled as a result of a mistake or misidentification of the material to be removed or to which access was to be disabled.”
• The following statement: “I consent to the jurisdiction of the Federal District Court for the judicial district in which my address is located (or, if I reside outside the United States, for any judicial district in which the Application may be found) and I will accept service from the person (or an agent of that person) who provided the Application with the complaint at issue.”

Completed Counter-Notices should be sent to:

Legal

Readout, Inc. d/b/a Journeys Metabolic,

2940 Locust St.

St. Louis, MO 63103

jmsupport@journeysmetabolic.com

The DMCA allows us to restore the removed content the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) business days of receiving the copy of your Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Application was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

• Repeat Infringer Policy

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

13. Reliance on Information Posted.

The information presented on or through the Application is made available solely for general educational and informational purposes and does not constitute, and is not intended to be the practice of medicine or a review or diagnosis of any condition. The information presented on or through the Application is not medical advice and should not be used as a substitute for, or a replacement of, clinical decision making by a doctor, dietitian, nutritionist, or licensed provider. Please consult with a health care provider for any such medical advice and before starting the use of the Application.  We do not warrant the accuracy, completeness or usefulness of this information and any reliance you place on such information is strictly at your own risk.  We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Application, or by anyone who may be informed of any of its contents.

The Application may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services.  All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials.  These materials do not necessarily reflect the opinion of the Company.  We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

14. Consult Your Doctor Before Using.

The Application is not intended to diagnose, treat, cure or prevent any disease nor does it constitute the practice of medicine.  Consult your health care provider before using the Application or before changing your diet or behavior.

We do not offer, and the Application or its services does not constitute, medical or healthcare services or advice.  Use of the Application does not create a physician- or health care provider-patient relationship.  If you experience any medical emergency while using the Application, immediately stop using the Application and go to the nearest emergency room.  Participation in the Program and use of the Application is voluntary and at your own risk, and you expressly assume all risks of participation.

15. Changes to the Application.

We may update the content on the Application from time to time, but its content is not necessarily complete or up-to-date.  Any of the material on the Application may be out of date at any given time, and we are under no obligation to update such material.

16. Links to Other Sites.

If the Application contains links to other sites and resources provided by third parties, these links are provided for your convenience only.  This includes links contained in advertisements, including banner advertisements and sponsored links.  We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.  If you decide to access any of the third party websites linked to the Application, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

The Application may provide certain social media features that enable you to link from your own or certain third-party websites to certain content on the Application, send e-mails or other communications with certain content, or links to certain content, on the Application, or cause limited portions of content on the Application to be displayed or appear to be displayed on your own or certain third-party websites.  You may use these features solely as they are provided by us and otherwise in accordance with any additional terms and conditions we provide with respect to such features.  In addition to the limitations on linking set forth above, you may not cause the Application or portions of it to be displayed, or appear to be displayed by framing, deep linking or in-line linking on any other site.

17. Geographic Restrictions; Legal Compliance.

The owner of the Application is based in the United States.  While we provide the Application for use by persons located in the United States and internationally, we make no claims that the Application or any of its content is accessible or appropriate outside of the United States.  Access to the Application may not be legal by certain persons or in certain countries.   If you access the Application from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

18. Disclaimer of Warranties.

We cannot and do not guarantee or warrant that files available for downloading from the Internet or the Application will be free of viruses or other destructive code.  You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Application for any reconstruction of any lost data.  WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR MOBILE DEVICE, PROGRAMS OR APPLICATIONS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE APPLICATION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

THE APPLICATION, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.  NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE APPLICATION.  WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. Limitation on Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE APPLICATION, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

20. Indemnification.

You agree to defend, indemnify, and hold harmless the Company and its affiliates, and their licensors, service providers, employees, agents, officers and directors, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use. Furthermore, you agree that the Company assumes no responsibility for the content you submit or make available through this Application.

21. Governing Law and Jurisdiction.

All matters relating to the Application and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction).

Any legal suit, action or proceeding arising out of or related to these Terms of Use or the Application shall be instituted exclusively in the federal courts of the United States located in St. Louis, Missouri, or the courts of the State of Missouri located in St. Louis, Missouri, except that we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country.  You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

22. Limitation on Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.  OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

23. Waiver and Severability.

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.  If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

24. Important Information and Disclaimers 

No Use for Medical Diagnosis, Treatment or Prevention.

The Application is not a medical device, does not constitute the practice of medicine, and it is not intended to diagnose, treat, cure or prevent any disease or condition, nor is it a substitute for any professional medical or therapeutic advice, diagnosis or treatment. Consult your health care provider before starting to use the Application. Accordingly, we do not provide any warranty or representation with respect to the merchantability, fitness or suitability of the Application for treating any medical condition. Because the Application is not a medical device, it has not been developed or manufactured in accordance with quality standards that may be necessary for materials intended for use in medical device applications and we have not sought or received any rulings from the U.S. Food and Drug Administration as to the safety or effectiveness of the Application for medical purposes.

Users of the Application proposing to evaluate or use our products or services for a medical or therapeutic purpose should rely upon qualified, licensed medical or therapy providers before doing so. The information presented on the Application is made available solely for general information purposes and does not constitute, and is not intended to be, a comprehensive review of any condition or body system or the practice of medicine. The information presented on the Application should not be used as a substitute for, or a replacement of, clinical or therapeutic decision making by a licensed provider. Please consult with a health care provider for any medical advice or clinical decision-making and before using the Application. We do not warrant the accuracy, completeness or usefulness of this information and any reliance you place on such information is strictly at your own risk.  We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Application, or by anyone who may be informed of any of its contents. We do not offer medical or any health care advice, and the Application does not constitute the practice of medicine, medical, therapeutic or healthcare services or advice. Use of the Application does not create a physician-patient or health care provider-patient relationship. If you experience any medical emergency while using the Application, immediately stop using the Application and go to the nearest emergency room.  Use of the Application is voluntary and at your own risk.  We may update the content on the Application from time to time, but its content is not necessarily complete or up-to-date.  Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

Disclaimer: Consulting With Third Parties.

If you choose to use the Application to interact with third parties (including other users or professionals or advisers that you may choose to communicate with through the Application), you acknowledge and agree that we are not the provider of, we cannot and do not control, and therefore we will not be responsible or liable for (and we do not warrant the quality, timing, accuracy, availability, suitability, reliability, safety, completeness, legality or usefulness of), any communications, information or advice made available by one user to another user through the Application.  We cannot and do not control, are not responsible for, and make no representations regarding the skills, talents, experience and/or qualifications of any other user of the Application or whether any communications, information or advice provided by such users will meet the particular requirements of any person or entity. Any reliance that any person or entity places on such communications, information or advice is strictly at his, her or its own risk.  We disclaim all liability and responsibility arising from any reliance placed on such communications, information or advice by you or by anyone who may be informed of any of the contents thereof.  The availability of any user to provide communications, information or advice through the Application does not imply our endorsement of such services for the unique needs of any particular person or entity.  We do not undertake to vet or verify the qualifications (or, where applicable, licensure status) of any user providing communications and information through the Application, including with respect to those that hold himself or herself out to be a professional.   You are responsible for vetting and verifying such qualifications and statuses.  All statements and/or opinions expressed by any users are solely the opinions of and the responsibility of the user.  We do not offer, and our provision of the Application does not constitute, medical, legal, tax, accounting or other professional services or advice.

Disclaimer: Responsibility for Interactions. 

We are not responsible for (and will not be liable for) interactions between and among users.  We are not a party to any relationship or contract between any users that have elected to use the Application.  All such dealings are solely between the applicable users.  We will not be responsible for in any way intervening in, mediating or resolving any dispute between users.  IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU HEREBY AGREE TO RELEASE US (AND ALL OF OUR OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

WAIVER AND RELEASE OF LIABILITY

IN CONSIDERATION OF YOUR USE OF THE APPLICATION, YOU HEREBY WAIVE, RELEASE AND FOREVER DISCHARGE THE COMPANY AND EACH OF ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS, FROM ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES AND FEES ARISING OUT OF OR RELATING TO YOUR VOLUNTARY PARTICIPATION IN THE PROGRAM AND YOUR USE OF THE APPLICATION.

25. Use of SkillSpring.

Through the Application, you may choose to interact with third parties (including other users or professionals or advisers that you may choose to communicate with through the Application) using the SkillSpring service, offered to you through our platform by, LifeOmic.  To use this feature, you must first complete the required SkillSpring registration process.  If you choose to use SkillSpring as a business (making yourself or your employees or agents available to provide information or advice to other users, in exchange for payment to LifeOmic of the designated service fees) (a “Connect Business User”) then you agree you will be bound by (and you will in all respects comply with) the SkillSpring Online Subscription Agreement, a separate contract directly between you and LifeOmic.  If you choose to use SkillSpring otherwise (such as an individual user seeking information or advice from others) then you agree you will be bound by (and you will in all respects comply with) the SkillSpring End User License Agreement, a separate contract directly between you and LifeOmic.   Finally, we and each Connect Business User both acknowledge and agree that: (a) we are each an independent controller of European Personal Information under GDPR and will individually determine the purposes and means of our respective processing of European Personal Information; (b) we each will (1) process all Personal Information only for the limited and specified purposes consistent with the consent we have obtained from the applicable individual user and consistent with Privacy Laws and own respective privacy policies and user agreements, (2) protect Personal Information as required by Privacy Laws while processing Personal Information, and (3) immediately notify the other party if the first party makes a determination that it can no longer meet the obligations set forth in this Section 25 (and in such case immediately cease processing Personal Information or take reasonable and appropriate steps to remediate any unauthorized processing).  For the purposes of this Section 25, “Personal Information” means any information relating to an identified or identifiable natural person; “European Personal Information” means Personal Information originating in the European Economic Area, the United Kingdom or Switzerland; and “Privacy Laws” means (A) to the extent applicable, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data including the recitals and any equivalent or implementing legislation (“GDPR”); and (B) applicable U.S. federal and state data protection, privacy and security breach notification laws, rules and regulations. More information can be found by reviewing the above-referenced terms and conditions and via the SkillSpring Privacy Policy.

26. LifeOmic is an expressly intended third-party beneficiary of these Terms of Use and shall have the right to enforce these Terms of Use rights directly against you.
27. Acknowledgements. We acknowledge that these Terms of Use are between you and us, and not with LifeOmic. These Terms of Use are not in conflict with any LifeOmic Mobile Terms of Use as of the Effective Date (which Company acknowledges it has had the opportunity to review).
28. Entire Agreement.

The Terms of Use, our Privacy Policy, and Cookie Policy constitute the sole and entire agreement between you and Readout, Inc. d/b/a Journeys Metabolic, with respect to the Application and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Application.

29. Your Comments and Concerns.

This Application is operated by Readout, Inc. d/b/a Journeys Metabolic, 2940 Locust St., St. Louis, MO 63103.

All notices of copyright infringement claims should be sent to the Copyright Agent designated in Section 12 in the manner and by the means set forth therein.

All other feedback, comments, requests for technical support and other communications relating to the Application should be directed to jmsupport@journeysmetabolic.com.