IMPORTANT – PLEASE READ THESE TERMS OF USE (THE “TERMS”) CAREFULLY AS THESE TERMS ARE A LEGAL AGREEMENT BETWEEN YOU (REFERENCED HEREIN AS “YOU” OR “YOUR”) AND NUTRICIA NORTH AMERICA, INC. (“NUTRICIA”) THAT GOVERN YOUR USE OF AND ACCESS TO ANY WEBSITE (ONLINE OR MOBILE VERSION THEREOF), PORTAL, MOBILE APPLICATION, OR SOCIAL MEDIA PAGE(S) PROVIDED, OWNED, OR CONTROLLED BY NUTRICIA (THE “NUTRICIA DIGITAL PROPERTIES”), INCLUDING THE INFORMATION, SERVICES, SOFTWARE FUNCTIONALITY, AND MATERIALS CONTAINED IN OR OTHERWISE MADE AVAILABLE ON THE NUTRICIA DIGITAL PROPERTIES. BY ACCESSING, BROWSING OR USING ANY NUTRICIA DIGITAL PROPERTIES, YOU HEREBY AGREE TO THESE TERMS. NUTRICIA IS WILLING TO GRANT YOU ACCESS TO THE USE OF THE NUTRICIA DIGITAL PROPERTIES ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, YOU DO NOT HAVE PERMISSION TO ACCESS OR USE THE NUTRICIA DIGITAL PROPERTIES AND YOU MUST EXIT THE NUTRICIA DIGITAL PROPERTIES IMMEDIATELY. PLEASE RETURN TO THE NUTRICIA DIGITAL PROPERTIES AND REVIEW THESE TERMS FROM TIME TO TIME, AS THEY MAY BE AMENDED BY NUTRICIA AT ANY TIME AND WITHOUT NOTICE TO YOU. ANY CHANGES TO THESE TERMS WILL BE EFFECTIVE IMMEDIATELY UPON THE POSTING OF THE REVISED TERMS TO THE NUTRICIA WEBSITE. IF THE TERMS OR REVISIONS MADE THERETO ARE UNACCEPTABLE TO YOU, YOU SHOULD NO LONGER ACCESS OR USE ANY NUTRICIA DIGITAL PROPERTIES.
By accessing or using the Nutricia Digital Properties you agree to the following:
NUTRICIA LICENSE GRANT
The content of the Nutricia Digital Properties is the property of or has been licensed to Nutricia and it is protected by patent, trademark and copyright laws. On the condition that you comply with these Terms at all times, Nutricia grants you a personal, revocable, limited, non-exclusive, non-sublicenseable, non-transferable license to use the Nutricia Digital Properties solely to the extent expressly permitted in . You may print and download materials and information from the Nutricia Digital Properties solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information.RESTRICTIONS
You will not (and you will not attempt or assist any third party to): (i) modify any materials included on the Nutricia Digital Properties; (ii) defeat or circumvent our security features or access the Nutricia Digital Properties through password mining, hacking, or any similar act; or (iii) utilize the Nutricia Digital Properties or any part of the content or materials included on this website for any purpose other than its intended purpose.You will not without the prior written consent of Nutricia: (a) license, sublicense, sell, transfer, mirror, frame, rent, lease, reproduce, transmit, distribute, broadcast, or publish any Nutricia Digital Properties, including any content or other materials contained in or made available through the same; (b) derive, or attempt to derive, the source code of, or disassemble, decompile, or reverse engineer the Nutricia Digital Properties; or (c)remove or alter any proprietary notices or labels from any Nutricia Digital Properties, or any content or other materials contained in or made available through the same.
You will not use the Nutricia Digital Properties for any purpose that is unlawful or prohibited by these Terms.
You will not use the Nutricia Digital Properties in any manner that could damage, disable, overburden or impair the Nutricia Digital Properties, or interfere with any other Nutricia Digital Properties user’s use and enjoyment of the same.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COPYING OR REPRODUCING ANY SERVICES, PROGRAMS, INFORMATION, CONTENT OR OTHER MATERIALS PROVIDED BY NUTRICIA TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
USER OBLIGATIONS
By downloading, accessing, or using the Nutricia Digital Properties in order to view any information and materials, register or enter into a transaction with or through Nutricia for any reason, or submit information of any kind, you represent that (i) you are at least eighteen (18) years of age or the legal age of majority in the state which you reside; (ii) you will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Nutricia Digital Properties, including, without limitation, when you provide information via a Nutricia Digital Property registration or submission form or telecommunication resource; (iii) you will abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Nutricia Digital Properties and (iv) you are not a person barred from using such services under the laws of the United States or other applicable jurisdictions, including the country in which you reside or from where you use the Nutricia Digital Properties.REGISTRATION; USER NAME HANDLING POLICY
Your access to and use of certain areas of the Nutricia Digital Properties may require you to create an account or otherwise register as a user of such Nutricia Digital Properties. Such registration may require you to submit both a username and a password and to adhere to other particular access requirements, as may be designated by Nutricia from time to time. Only you can use your username and password and you will not make more than one account. You will treat your username and password as confidential information and will not disclose your username or password to any other person. You are solely responsible for maintaining the confidentiality and security of your account and for all activities that occur under or through your account and you will immediately notify Nutricia if you become aware of any loss or theft of your password or any unauthorized access to or use of your user name and password. You will not use another person’s username and password. Nutricia cannot and will not be liable for any loss or damage arising from your failure to comply with the obligations set forth in this section. Nutricia reserves the right to delete or change a username or password at any time and for any reason.MOBILE SERVICES
The Nutricia Digital Properties may offer certain applications or services that are available to you via your mobile phone or other mobile device, including, without limitation, certain communication tools (collectively, “Mobile Services”). Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile devices, what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. You will use the Mobile Services, only in accordance with these Terms.USER PARTICIPATION AND SUBMISSIONS
From time to time, the Nutricia Digital Properties may offer you the ability to post content, communicate, or submit to us materials such as comments, remarks, responses, suggestions, ideas, graphics, opinions, photos, videos, entries to promotions, or other information or content you create (“Submissions”). Any Submission you provide to us should reflect your own honest opinions, findings, beliefs, or experience and you represent and warrant that you have the rights to provide such Submissions. If you choose to share any ideas on the Nutricia Digital Properties, please note that we cannot guarantee that other Nutricia Digital Property users or third parties will not use or otherwise disseminate the ideas that you share and Nutricia shall have no liability for third party use of your Submissions. Therefore, if you have an idea or other materials that you would like to keep confidential or otherwise do not want others, including Nutricia, to use, do not post it to the Nutricia Digital Properties. Furthermore, you will not upload, post, display, or transmit any of the following materials to the Nutricia Digital Properties:- anything that interferes with or disrupts the Nutricia Digital Properties or the operation thereof,
- statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way violates the rights of others,
- unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,
- statements or material that violates other contractual or fiduciary rights, duties, or agreements,
- statements or material that is bigoted, hateful, or racially offensive,
- statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,
- statements or material that constitutes anti-competitive collaboration and/or antitrust violations,
- statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
- statements or material that might harm minors,
- statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of Nutricia,
- statements or material that misrepresents your affiliation with any entity, including Nutricia, anything that violates the privacy or publicity rights of any other person, including, without limitation, posting any personal identifying information of another individual, chain letters or pyramid schemes,
- statements or materials that are deceptive or misleading,
- statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials,
- statements or material that are “off-topic” for a designated Submission, or
- files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Nutricia Digital Properties.
By posting a Submission on the Nutricia Digital Properties, you agree that you provide Nutricia its agents, affiliates, and licensees and each of its and their successors and assigns (collectively, the “Company”) with a nonexclusive, worldwide, fully paid-up and royalty-free, perpetual, irrevocable, transferrable, assignable and unlimited license to use, reproduce, transmit, perform, display, sublicense, and create derivative works of all or any portion of your Submission, including (to the extent applicable) your picture, portrait, voice, name and other biographical information, image, and likeness therein, in any medium or format whatsoever, whether now existing or hereafter created, including in photograph, print, audio, or video formats, on any platform whatsoever, whether now existing or hereafter created, including television, computers, and mobile devices, and in any way that we see fit and for any purpose whatsoever, whether commercial or non-commercial, including for marketing, advertising, credits, packaging, and presentations, throughout the world, in perpetuity. You irrevocably waive any and all claims you may now or hereafter have to so-called “moral rights” or rights of droit moral in the Submissions. Nutricia hereby reserves the right to use the posted Submission and Nutricia and its designees may exploit, edit, modify, and distribute the content and any and all elements of such Submission, in any and all media now known or not currently known, throughout the world in perpetuity without compensation, permission, attribution, or notification to you or any third party. You represent that you have all necessary rights to make the Submissions available to Nutricia, and you also acknowledge that Nutricia has no control over the extent to which any idea or information may be used by any party or person once you (or we or others, to the extent permitted herein) post or display it to a public area of the Nutricia Digital Properties or elsewhere. Accordingly, notwithstanding this right and license, it is understood that by merely permitting your information, content, and materials to be collected through or appear on the Nutricia Digital Properties, Nutricia has not become and is not necessarily a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Submission. Moreover, Nutricia assumes no responsibility for the deletion of or failure to store any Submission and recommends that you do not post, display, or transmit any confidential or sensitive information.
Please remember that the content of any Submissions on the Nutricia Digital Properties are those of the person making the Submission and do not necessarily represent the opinions of Nutricia, its employees, parent company, agents or affiliates. Nutricia is not responsible for screening or editing content or information posted by you or another user’s and encourages all of its users to use reasonable discretion and caution in evaluating or reviewing any user-generated content and information. Moreover, Nutricia (a) does not represent or warrant the accuracy of any statement or product claim made in any Submission, (b) is not responsible for any Submission or content posted by users on this Nutricia Digital Properties, and (c) does not endorse any opinions expressed by users on the Nutricia Digital Properties. Nevertheless, Nutricia reserves the right to delete or take other action with respect to Submissions (or parts thereof) that Nutricia believes in good faith violate these Terms and/or are, or are potentially, unlawful or harmful to Nutricia or its affiliates, volunteers, services, or goodwill. If you violate these Terms, Nutricia may, in its sole discretion, in addition to any other remedies Nutricia may have at law or in equity, remove or delete the unacceptable Submission, in whole or in part, issue you a warning, and/or terminate your use of the Nutricia Digital Properties. Moreover, it is a policy of Nutricia to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws. If you become aware of Submissions that violate these rules regarding acceptable behavior or content, you may contact Nutricia as provided below.
COPYRIGHT; DESIGNATED AGENT FOR NOTIFICATION OF CLAIMS OF INFRINGEMENT
Nutricia respects the intellectual property of others, and it asks its users to do the same. Accordingly, it is Nutricia’s policy to respond to a notice of alleged infringement that complies with U.S. Copyright Law, and in particular, the Digital Millennium Copyright Act. Responses may include removing or disabling access to content or materials claimed to be the subject of infringing activity and/or terminating your right to access and use the Nutricia Digital Properties. You acknowledge that you may be liable for damages, including attorneys’ fees and costs, if you materially misrepresent that a work or activity is infringing your rights. If Nutricia terminates or suspends a user’s access to or use of the Nutricia Digital Properties, Nutricia will make a good-faith attempt (as warranted) to contact the person who posted the content so that they may make counter notification pursuant to applicable laws. It is Nutricia’s policy to document all notices of alleged infringement upon which Nutricia decides to take action. As with all legal notices, a copy of the notice may be sent to one or more third parties who may make such notice available to the public. If you believe that one or more of your works have been copied in a way that constitutes copyright infringement, please provide a written notice of your claim of copyright infringement that is directed to Nutricia’s designated agent (identified below) as specified below along with the following information:- A signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
- A description, in reasonable detail (including any applicable URL address), of the copyrighted work that you claim has been infringed;
- A description, in reasonable detail, of where the material that you claim is infringing is located on the Nutricia Digital Properties;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your written notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
- Designated Agent: Copyright Agent, 12002 Airport Way, Broomfield, CO 80021, IP_Counsel@Danone.com.
PROPRIETARY RIGHTS
These Terms provide only a limited license to access and use the Nutricia Digital Properties. Accordingly, you expressly acknowledge and agree that Nutricia transfers no ownership or intellectual property interest or title in and to the Nutricia Digital Properties to you or anyone else. All text, graphics, headers, icons, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including HTML, CSS, XML, and JavaScript code), programs, software, products, text, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Nutricia Digital Properties, unless otherwise indicated, are owned or licensed by Nutricia and its successors and assigns and may be protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Nutricia does not grant any other express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the Nutricia Digital Properties may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes.The Nutricia Digital Properties are Copyright © 2022 Nutricia North America Inc. and/or its licensors. All rights reserved. Nutricia also owns a copyright in the contents of the Nutricia Digital Properties as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the Nutricia Digital Properties.
NUTRICIA and all other names, designs, logos, and icons identifying Nutricia and its programs, applications, products, and services are proprietary trademarks of Nutricia, and any use of such marks, including, without limitation, as domain names, without the express written permission of Nutricia is strictly prohibited. Other product, association, organization, and company names mentioned herein may be the trademarks and/or service marks of their respective owners.
OTHER TERMS AND CONDITIONS
Additional notices, terms, and conditions may apply to the purchase of products (e.g., terms of purchase and return policy), participation in a program, registration with Nutricia, or the use of software. If you purchase any products or services from any Nutricia Digital Properties, the Nutricia Purchase Terms and Conditions apply. You agree to abide by such other notices, terms, and conditions, as applicable. If there is a conflict between these Terms and other notices, terms, and conditions posted to the Nutricia Digital Properties, the latter terms shall control with respect to your use of that product or portion of the Nutricia Digital Properties or the applicable software, but only to the extent of any such conflictPRIVACY
You understand, acknowledge, and agree that your access to or use of the Nutricia Digital Properties require or involve the collection, use, and dissemination of various types of personally identifiable information. Please see the Privacy Policy linked on each Nutricia Digital Property for a summary of Nutricia’s personal identifying information collection and use practices.SWEEPSTAKES AND CONTESTS
Any sweepstakes, contests, games and/or promotional offers accessible on the Nutricia Digital Properties are governed by the official rules, specific rules and/or terms and conditions for the applicable sweepstakes, contest, game or promotional offer. To the extent of any conflict between those rules and/or terms and conditions and these Terms, the rules and/or terms and conditions for the sweepstakes, game or promotional offer will govern, but only to the extent of any such conflict.DISPUTES BETWEEN USERS
You understand and agree that you are solely responsible for your interactions with other users on the Nutricia Digital Properties. Nutricia is not responsible to monitor disputes between you and other Nutricia Digital Property users and is not liable for any loss or damage you may incur resulting from any interaction with other users. As a result of any such dispute or interaction in violation of these Terms, Nutricia may choose, in its sole discretion, to terminate your access to the Nutricia Digital Properties.LINKS TO OTHER SITES AND CONTENT
The Nutricia Digital Properties may contain links to other websites operated by other companies. Nutricia does not endorse, monitor or have any control over such websites. Nutricia is not responsible for the content or policies of such third party websites and you understand and agree that you access such websites at your own risk.LIMITATION OF LIABILITY AND DISCLAIMERS
Your use of any of the Nutricia Digital Propoerties, including any content, information, materials, software, applications, and other items contained in or made available through the Nutricia Digital Properties, including Submissions (as defined below), is at your own risk. Nutricia reserves the right to change the Nutricia Digital Properties, including any and all content, information materials, software, applications, and other items contained in or made available through the Nutricia Digital Properties at any time without notice. NOTWITHSTANDING THE FOREGOING, NUTRICIA EXPRESSLY DISCLAIMS ANY DUTY TO UPDATE OR REVISE THE MATERIALS, INFORMATION, OR OTHER ITEMS ON THE NUTRICIA DIGITAL PROPERTIES, ALTHOUGH NUTRICIA MAY MODIFY SUCH ITEMS AT ANY TIME WITHOUT NOTICE. THE PROGRAMS, SERVICES, PRODUCTS, SOFTWARE, MATERIALS, AND INFORMATION AVAILABLE ON OR THROUGH THE NUTRICIA DIGITAL PROPERTIES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. NUTRICIA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE PROGRAMS, SERVICES, PRODUCTS, SOFTWARE, MATERIALS, AND INFORMATION AVAILABLE ON THE NUTRICIA DIGITAL PROPERTIES FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS (TO THE FULLEST EXTENT OF THE LAW) ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE OR OTHERWISE.While Nutricia has endeavored to create a secure and reliable Nutricia Digital Properties, you understand that the confidentiality of any communication or material transmitted to/from the Nutricia Digital Properties over the Internet or other form of global communication network cannot be guaranteed. Accordingly, Nutricia is not responsible for the security of any information transmitted to or from the Nutricia Digital Properties. NUTRICIA DOES NOT WARRANT OR REPRESENT THAT THE NUTRICIA DIGITAL PROPERTIES WILL BE ERROR FREE OR THAT ACCESS TO IT WILL BE UNINTERRUPTED OR THAT ANY MESSAGE, FILE, AND/OR INFORMATION WILL BE STORED, ARCHIVED, OR MADE AVAILABLE FOR DOWNLOAD FROM THE NUTRICIA DIGITAL PROPERTIES IN A MANNER FREE OF VIRUSES OR CONTAMINATION OR OTHER DESTRUCTIVE FEATURES.
The content of the Nutricia Digital Properties is solely for the purpose of promoting Nutricia products and/or programs available in the United States (including its territories). Nutricia makes no representation that the content of our Nutricia Digital Properties is appropriate or available for use in other countries or locations. If you access the Nutricia Digital Properties from locations other than the United States, you are responsible for compliance with any applicable local laws.
You expressly waive, and absolve and release Nutricia from, any claim of harm resulting from a cause beyond Nutricia’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUTRICIA SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM LOST PROFITS OR DATA, LOSS OF BUSINESS OPPORTUNITY, OR ANYSPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, RELATED TO YOUR USE OF (OR INABILITY TO USE) THE NUTRICIA DIGITAL PROPERTIES (INCLUDING ANY PROGRAMS, SERVICES, PRODUCTS, SOFTWARE, TELECOMMUNICATON FUNCTIONALITY, OR MATERIALS, AND INFORMATION MADE AVAILABLE ON OR THROUGH THE SAME) YOUR DELAY OR INABILITY TO USE THE NUTRICIA DIGITAL PROPERTIES, OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF NUTRICIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NUTRICIA’S TOTAL LIABILITY TO YOU ARISING FROM OR RELATED TO THE NUTRICIA DIGITAL PROPERTIES, FOR ANY REASON WHATSOEVER, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID TO ACCESS OUR SITES. If you are dissatisfied with the Nutricia Digital Properties or with any of these Terms, your sole and exclusive remedy is to discontinue using the Nutricia Digital Properties. The limitations of liability set forth in these Terms will apply even if any limited remedy available hereunder fails its essential purpose.
NO MEDICAL ADVICEv
NEITHER NUTRICIA NOR THE NUTRICIA DIGITAL PROPERTIES PROVIDE MEDICAL ADVICE. THE NUTRICIA DIGITAL PROPERTIES ARE FOR EDUCATIONAL USE ONLY. NOTHING CONTAINED IN THE NUTRICIA DIGITAL PROPERTIES IS OR SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. THE NUTRICIA DIGITAL PROPERTIES, INCLUDING THE MATERIAL AND ANY RELATED SERVICES OR INFORMATION, DOES NOT CONSTITUTE THE PRACTICE OF ANY MEDICAL, NURSING OR OTHER PROFESSIONAL HEALTH CARE ADVICE, DIAGNOSIS OR TREATMENT. ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS REGARDING PERSONAL HEALTH OR MEDICAL CONDITIONS. IF YOU HAVE OR SUSPECT THAT YOU HAVE A MEDICAL PROBLEM OR CONDITION, PLEASE CONTACT A QUALIFIED HEALTH CARE PROFESSIONAL IMMEDIATELY. IF YOU HAVE A MEDICAL EMERGENCY, PLEASE CALL 911.INDEMNIFICATION
You agree to defend, indemnify and hold Nutricia, our parent and affiliates, and each of our and their respective officers, directors, employees, representatives and agents harmless from and against any and all claims, demands, losses, liabilities and/or damages (including attorneys’ fees and court costs) arising out of: (i) your use of the Nutricia Digital Properties; (ii) your breach or alleged breach of these Terms; (iii) your use of any third party content, information, or services made available through the Nutricia Digital Properties; (iv) any Submission posted by you; or (v) your alleged violation of the rights of any third party, including but not limited to claims of defamation, invasion of privacy, right of publicity, breach of confidence, infringement of copyright, trademark, patent, or any other intellectual property right.ENFORCING SECURITY ON THE NUTRICIA DIGITAL PROPERTIES
Actual or attempted unauthorized use of the Nutricia Digital Properties may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Nutricia reserves the right to take steps Nutricia believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms such as view, monitor, and record activity on the Nutricia Digital Properties without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the Nutricia Digital Properties. Any information obtained by monitoring, reviewing, or recording may be subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Nutricia Digital Properties as well as to disclosures required by or under applicable law or related government agency actions. Nutricia will also comply with all court orders or subpoenas involving requests for such information. In addition to the foregoing, Nutricia reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt operation of or access to the Nutricia Digital Properties, or any portion of the Nutricia Digital Properties in order to protect the Nutricia Digital Properties, Nutricia, or Nutricia’s business.ENTIRE AGREEMENT
No joint venture, partnership, employment, affiliate, or agency relationship exists between you and Nutricia as result of these Terms or your utilization of the Nutricia Digital Properties. These Terms represent the entire agreement between you and Nutricia with respect to use of the Nutricia Digital Properties, and (except as provided in the section titled “OTHER TERMS AND CONDITIONS”) they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Nutricia with respect to the Nutricia Digital Properties. You may not assign or transfer any rights under these Terms without the prior written consent of Nutricia. In addition, Nutricia may modify, or cease to make accessible or available, any aspect, program, or feature of the Nutricia Digital Properties, but Nutricia is not under any obligation to upgrade, enhance, or otherwise modify the Nutricia Digital Properties. You agree that Nutricia shall not be liable to you or any third party for any modification or cessation of the Nutricia Digital Properties.INJUNCTIVE RELIEF
You acknowledge that any breach, threatened or actual, of these Terms, including, without limitation, with respect to unauthorized use of Nutricia’s proprietary assets, will cause irreparable injury to Nutricia, such injury would not be quantifiable in monetary damages, and Nutricia would not have an adequate remedy at law. You therefore agree that Nutricia shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of these Terms. You hereby waive any requirement that Nutricia post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Nutricia to enforce any provision of these Terms.TERM AND TERMINATION
These Terms will take effect at the moment you click “ACCEPT”, register an account on, respond to a request for information from, or begin downloading, accessing, or using the Nutricia Digital Properties, whichever is earliest. Nutricia reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of these Terms, to deny your access to the Nutricia Digital Properties or to any portion thereof in order to protect its name and goodwill, its business, and/or other users. Nutricia reserves the right, in its sole discretion, to terminate your access to the Nutricia Digital Properties, or any portion thereof, at any time, for any reason or for no reason at all, without prior notice, or any notice. These Terms terminate automatically if you fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate these Terms at any time by ceasing to use the Nutricia Digital Properties, but all applicable provisions of these Terms will survive termination, as identified below, and each re-access or use of the Nutricia Digital Properties will reapply the version of these Terms then in effect to you. Upon termination, you must destroy all copies of any aspect of the Nutricia Digital Properties in your possession. Upon termination of these Terms for any reason, all of the rights granted to you in these Terms are revoked or otherwise terminated. Without limiting the foregoing, the provisions concerning Nutricia’s proprietary rights, Submissions, indemnity, disclaimers of warranty and liability, admissibility of these Terms, waiver and severability, entire agreement, and governing law will survive the termination of these Terms for any reason.SEVERABILITY
If any provision in the Terms is invalid or unenforceable under any applicable statute, regulation, ordinance, executive order or other rule or law, such provision shall be deemed reformed or deleted by only to the extent necessary to comply with such statute, regulation, ordinance order or rule, and the remaining provisions of these Terms shall remain in full force and effect.GOVERNING LAW
These Terms are governed and shall be construed in accordance with the laws of the State of New York, without respect to its conflict of laws principles. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to these Terms, with the exception of arbitration, shall be an appropriate state or federal court located in the State of New York.