Pathways to Nutrition Mobile App
Website End User License Agreement
This Pathways to Nutrition Website End User License Agreement (this “EULA”) is between Pathways to Nutrition, Inc. (“Pathways”) and you or the entity that you represent (collectively, “You” or “Your”), and governs Your use of the Pathways Way Private Member’s Website (www.getway.today and all related subdomains, collectively the “Site”) on any browser platform, including, but not limited to, Chrome, Safari, Yahoo!, and Bing (each, a “Browser”) by any browser provider, including, but not limited to, Apple, Google, Verizon, and Microsoft (each, a “Browser Provider”).
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY LOADING OR USING THE SITE, YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE TO THE FOREGOING, PATHWAYS DOES NOT AUTHORIZE YOU TO LOAD OR USE THE SITE.
1. Parties. This EULA is between You and Pathways only, and not any Browser Provider. Pathways, and not any Browser Provider, is solely responsible for the Site and the content thereof. Notwithstanding the foregoing, You acknowledge that any Browser Provider has the right to enforce this EULA against You as a third party beneficiary.
2. Limited License. Subject to the terms and conditions of this EULA, Pathways hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Site for lawful purposes solely in connection with Your account on the Registry, and only on a Browser, as permitted by the respective Browser Provider’s Terms of Service. You may use the Site solely for Your internal, personal use.
3. License Restrictions. Except as expressly set forth in this EULA, You shall not, directly or indirectly, in whole or in part: (i) copy the Site; (ii) cause or permit any reverse engineering, decompilation, modification, translation or disassembly of the Site; (iii) sell, rent, sublicense, distribute, disclose, publish, assign or otherwise transfer any rights in the Site; (iv) modify the Site or create derivative works based upon the Site, in whole or in part; (v) permit any third party to benefit from the use or functionality of the Site via a timesharing, service bureau or similar arrangement; (vi) use the Site in any unlawful manner or for any unlawful purpose; (vii) remove or destroy any copyright notices or other proprietary marking on the Site; or (viii) do anything adversely affecting Pathway’s right, title or interest in or to the Site. You acknowledge that the source code underlying the Site is Pathway’s Confidential and Proprietary information. Without limiting the generality of the foregoing, You shall not use the Site to enable, support or otherwise aid the development of technology competitive with the Site or any software embedded therein.
4. Proprietary Rights. You acknowledge and agree that the Site is being and will be developed by and on behalf of Pathways at great expense to Pathways, that the Site and all use shall be considered Confidential Information for purposes of Section 6, and that Pathways has and will have exclusive proprietary and other rights in the Site and Site Materials, including without limitation any and all worldwide patent, copyright, trademark, trade secret and other intellectual property rights, however and wherever arising (collectively, the "Proprietary Rights"). You acknowledge and agree that: (i) no title or ownership of the Site or Site Materials is transferred to You by this EULA; (ii) the App, Site Materials and all Proprietary Rights therein are and shall remain the exclusive property of Pathways; and (iii) except for the license expressly granted by this EULA, You shall not have any right or interest in the Site or Site Materials.
5. Ownership. You shall not make any claim or representation of ownership, or act as the owner, of any of the Site or Site Materials or permit or facilitate the performance of any act that is inconsistent with or in violation of this EULA. You shall reproduce and include all proprietary, confidentiality, trade secret and other notices on any copies of the Site and Site Materials and on any portion thereof, and shall not remove, alter, cover or obscure any such notice, nor permit any of the same. Pathways shall be free to use and disclose, and to authorize others to use and disclose, without any obligation to You or any third party, any contributions, suggestions, modifications, derivative works, additions or the like that are made in whole or in part by You hereunder to, of, or with respect to, any of the Site or Site Materials. Such contributions, suggestions, modifications, derivative works, addition shall be owned exclusively by Pathways.
6. Confidential Information. Both during and after the term of this EULA, You shall keep strictly confidential, and not disclose or use other than as expressly permitted by this EULA, any non-public information of Pathways or information provided by Pathways, including without limitation the Site or Site Materials themselves (collectively, "Confidential Information"). As part of Your use of the Site, You may become privy to certain Confidential Information regarding the Site. This Confidential Information shall be held in strict confidence and shall not be disseminated or disclosed to any third party without the express written consent of Pathways. Disclosure of this Confidential Information without the express written consent of Pathways shall result in immediate termination of this EULA ending Your participation in use of the Site and Pathways shall pursue all remedies available under Section 24 below.
7. Responsibilities of You. During the term of this EULA, You shall, at no charge to Pathways: (i) provide a supportive environment that allows for the free exchange of comments and information between You and Pathways; (ii) assist Pathways in recreating and defining Site and Site Materials problems; (iii) document problems, comments and suggestions on the forms prescribed by Pathways; and (iv) install and use with the Site and Site Materials all versions, updates, enhancements, modifications and additions that Pathways provides to You as part of the Site and Site Materials.
8. Reporting Methods. During the term of this EULA, You shall from time to time report to Pathways with respect to the conduct and outcome of Your use of the Site, as may be agreed to by You and Pathways. The foregoing may include, but is not limited to: (a) written reports, based on a form and format agreed to by You and Pathways; (b) interviews, to be conducted by telephone, email or in person, and designed to gather information regarding the Site; and (c) such other reasonable methods as Pathways may prescribe.
9. Term. The term of this EULA and the license granted herein continues until this EULA is terminated as set forth herein. Unless you have paid to access this Site or any functionality in this Site, Pathways may terminate this EULA and the licenses granted hereunder for any or no reason. You may terminate this EULA at any time by discontinuing use of the App. This EULA terminates automatically if You fail to comply with any of the terms of this EULA. Upon any termination of this EULA, You must cease use of the Site and destroy all copies of the App.
10. Pricing. For consideration in Your using of the Site and your adherence to the terms and conditions herein, including, but not limited to, Section 2, You are entitled to special pricing for Your use of this App. Such pricing will be as follows: $27/month for unlimited access for the Site, $197 for Annual Unlimited Access (if purchased initially, in one payment), $97 for Dietitian Coaching for one Subject Pack (“subject pack” defined as a series of 5 sessions on the site, cohesively under the same subject name, i.e. “Relationship with Food”, “Self-Care”, etc., which are updated and change from time to time), $297 for Annual Unlimited Access with Dietitian Coaching for 2 Subject Packs, or $197 for Annual Unlimited Access and Dietitian Coaching with Dietitian Coaching for one Subject Pack included. Dietitian Coaching will consist of an Initial Messaging Meeting (10-15 minutes), Daily Touches/Communications (5 minutes/day/session), and a Capstone Session (10-15 minutes) at the conclusion of the Subject Pack or one week, whichever comes first Due to the custom nature of Dietitian Coaching services, composition of services will be highly dependent upon the nature of communication between You and the Dietitian Coach, and in the case that You claim your services were not adequately delivered, these definitions will be applied, with sole and final determination made by Pathways or one of Pathway’s Dietitian Coaches. For purposes of earning revenue and completion of sale, once the Dietitian Coach has begun service, constitutes completion of sale and service. Any refunds for unsatisfactory or incomplete service(s) will be provided on a case by case basis, with sole and final determination made by Pathways.
11. Dietitian Coach Agreement–Non-Poaching: If you are using this Site as a “Dietitian Coach”, a professional, Registered Dietitian who has been designated by Pathways as such a role within the Site hereby agrees that any client referred to them is the client of Pathways and not the client of the Pro. As such, if the Pro performs services for any client outside of the Site that they did not have written, verifiable, pre-existing contact with prior to receiving that respective client from Pathways and the App, they will be deemed to be “poaching” said client, and agree that Pathways is to receive the full share of the Pro’s fees, or $500 per instance of poaching, whichever is greater.
12. No Commercial Release. The parties acknowledge and agree that this EULA does not constitute and is not intended to be a license of any commercial release of any Pathways software or any invention developed during use of the App.
13. Ownership. Title and ownership of all proprietary rights, including any copyright, patent, trade secret, trademark or other intellectual property rights, in and to the Site, and any copies thereof, is and will at all times remain the property of Pathways. Pathways retains all rights, title and interest in and to the Site that are not specifically granted to You hereunder.
14. No Guarantee. You acknowledge that Pathways does not endorse, represent or guarantee the truthfulness, accuracy, completeness or reliability of any of the data available on or through the Site. Any health or diet related decisions You make based on Your use of the Site are solely Yours. Pathway shall not incur any liability based on such decisions. Your use of or reliance on any such data is at Your own risk.
15. Disclaimers. YOU UNDERSTAND THAT THE SITE, DOCUMENTATION, AND ANY UPDATES MAY CONTAIN ERRORS. THE SITE, THE DOCUMENTATION, AND ANY UPDATES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE SITE AND ALL DATA MADE AVAILABLE THEREON ARE PROVIDED “AS IS.” PATHWAYS MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, PATHWAYS MAKES NO WARRANTY THAT THE SITE OR ANY DATA MADE AVAILABLE THEREON WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SITE OR ANY DATA AVAILABLE THEREON WILL MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE AND UNDERSTAND THAT: (i) THE SITE PRODUCT AND SITE MATERIALS ARE CONSTANTLY IN DEVELOPMENT; (ii) THE OPERATION THEREOF WILL NOT BE UNINTERRUPTED OR ERROR-FREE; AND (iii) THAT ANY RESEARCH OR DEVELOPMENT THAT YOU PERFORM REGARDING THE SITE OR ANY PRODUCT ASSOCIATED WITH THE SITE IS DONE ENTIRELY AT YOUR OWN RISK. SPECIFICALLY, THE SITE MAY CONTAIN FEATURES, FUNCTIONALITY OR MODULES THAT WILL NOT BE INCLUDED IN FUTURE VERSIONS OF THE APP, OR THOSE THAT WILL BE MARKETED SEPARATELY FOR ADDITIONAL FEES. Some jurisdictions do not allow some of the foregoing exclusions or limitations, so some of these exclusions or limitations may not apply to You.
16. Transmissions. The Site is designed to communicate with You via the Internet and/or Wi-Fi and mobile phone networks, and You are authorized to use the Site with such technologies. You acknowledge that transmitting data over such networks or similar technologies is not 100% secure or free from risk of compromise.
17. Privacy. Pathways may use certain information collected through the Site as set forth in our Website Privacy Policy (adjacent on website where these Terms were accessed), which is incorporated by reference to this EULA.
18. Technical Support and Updates. Pathways may, but is not obligated to, provide maintenance or other technical support for the Site. To the extent that any technical support is required by applicable law, Pathways, and not any Browser Provider, shall be obligated to furnish any such support. Pathways may make changes to the Site at any time without notice, including without limitation by disabling certain features or functionalities in the Site. Nothing in this EULA obligates Pathways to support or provide You with any updates or error corrections to the Site.
19. Third-Party Claims. Pathways shall not be obligated to indemnify, defend or hold You harmless with respect to any third-party claims arising out or relating to the Site or any data available thereon, including without limitation any claims for intellectual property infringement. To the extent Pathways is required by applicable law to provide such indemnification, Pathways, not any Browser Provider, shall be solely responsible for the investigation, defense, settlement and discharge of any such claim. Nothing in this EULA shall be deemed an admission that any such claims may arise.
20. Product Claims. Pathways, and not any Browser Provider, is responsible for addressing any of the following claims by You relating to the Site: (i) any product liability claim; (ii) any claim that the Site fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation. Nothing in this EULA shall be deemed an admission that You may have any such claims.
21. No Provision of Medical Care. All data provided through the Site is provided for informational purposes only. The data provided through the Site is not intended to be, and is not, professional medical advice or a substitute for such advice, or for diagnosis, treatment, cure, or prevention of any health conditions, and you should not rely on the data as such.
22. No Medical Nutrition Therapy Provided. You agree that no service provided by Pathways or one of Pathways’ Dietitian Coaches shall be of the nature constituting Medical Nutrition Therapy (MNT). The nature of services obtained by a Dietitian Coach through the Site or directly with You is of consumer nature, not clinical nature. The Site and Pathways do not accept any form of Health Insurance or Government reimbursement for the Services described in Section 10, above.
23. Limitation of Liability. IN NO EVENT WILL PATHWAYS BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST DATA, LOSS OF BUSINESS, GOODWILL OR REPUTATION, OR FOR ANY OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY KIND, EVEN IF THE CLAIM WAS REASONABLY FORESEEABLE OR IF PATHWAYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You acknowledge and agree that the foregoing limitations of liability are essential elements of the bargain and that in the absence of such limitations, the financial and other terms of this EULA would be substantially different. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so these limitations may not apply to You.
24. Compliance with Law. 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. You may not export, re-export, import or transfer the Site or any data available thereon in violation of any applicable export laws or regulations, and You may not assist or facilitate others in doing any of the foregoing. You acknowledge that it is Your responsibility to comply with any and all applicable export and import laws.
25. Governing Law; Venue. This EULA shall be interpreted in accordance with the laws of the state of California without reference to its conflict of law provisions. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
26. Equitable Remedies. You hereby agree that Pathways would be irreparably damaged if the terms of this EULA were not specifically enforced, and therefore You agree that Pathways shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this EULA, in addition to such other remedies as Pathways may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with this EULA, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.
27. Miscellaneous. If any provision of this EULA is held to be unenforceable, then such provision shall be reformed to the extent necessary to make it enforceable so as to affect the intent of the parties and the remainder of this EULA shall continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights hereunder without Pathways’ prior written consent, and any such attempt is void. This EULA is binding upon and is for the benefit of the respective successors and assigns of the parties hereto. The parties acknowledge and agree that a material breach of this EULA adversely affecting Pathways’ proprietary rights would cause irreparable harm to Pathways for which a remedy at law would be inadequate and that Pathways shall be entitled to injunctive relief in addition to any remedies it may have hereunder or at law. This EULA is the complete agreement between Pathways and You concerning the Site and the Site Materials and supersedes any and all prior agreements and representations between Pathways and You related to the same subject matter.
28. Contact. If You have any questions regarding the Site or this EULA, please contact Pathways at welcome@getway.today.
