CORE Nutrition Planning, LLC

This End User License Agreement (the “Agreement”) is a legally binding agreement between you (either an individual or an entity) and CORE Nutrition Planning, LLC, a Delaware limited liability company (the “Company”) regarding your use of the Company’s software application (the “Application”), and any associated cloud, server, or mobile-device software and user documentation, whether made available online or delivered to you in electronic format (collectively, the "Software").

BEFORE YOU SELECT “I AGREE” DURING SIGN UP OR LOG IN TO THE SOFTWARE, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT.

BY SELECTING “I AGREE” DURING SIGN UP OR LOG IN, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SOFTWARE. INSTEAD, SELECT “I DO NOT AGREE” AND YOU WILL NOT HAVE ACCESS TO THE SOFTWARE.

You affirm: that you have adequate legal capacity to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement; and that in any case, you are 16 years of age or older.

1. TERM AND GRANT OF LICENSE.

Subject to your compliance with the terms and restrictions of this Agreement, the Company agrees to provide you with certain rights to access and use the Software. You also agree to be bound by the restrictions on use of the Software as described below in Section 2. The Company reserves all rights not expressly granted herein.

The Company hereby grants to you a non-transferable, non-exclusive, revocable right to use the Software. You may use the Software on an unlimited number of handheld devices, but the Company reserves the right to unilaterally and without notice disable, modify, update, revise or otherwise change the functionality, appearance, interface or capabilities of the Software.

The Company may ask you to provide feedback on the Software from time to time. Any feedback you choose to provide will become the property of the Company, and you will not be entitled to any form of compensation for such feedback.

2. RESTRICTIONS.

Under this Agreement, you MAY NOT:

• rent, lease, license, loan, assign or otherwise transfer your rights to the Software;
• reproduce, duplicate, copy, sell, resell, lease or exploit for any purpose, the Software, or any portion thereof, including without limitation any content other than your personal digital content displayed in connection with the Software;
• use the Software for any purpose other than as expressly permitted by this Agreement;
• reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the Software or recreate the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law;
• make error corrections to, or otherwise adapt or modify, or create derivative works based upon the Software;
• provide false information to set up an account, attempt to gain unauthorized access to any services, user accounts, computer systems or networks, through hacking, password mining or any other means, or otherwise use the Software to impersonate any person, business or entity, including our company and our employees and agents;
• utilize the Software or any portion thereof as a means to track or monitor the location and activities of any individual without their express consent and authorization;
• propagate software that contains viruses, worms, trojan horses, or any other malware or other computer code, files or programs, that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, hijack such software or hardware or telecommunications equipment, or otherwise permit or cause the unauthorized use of a computer or computer network;
• engage in any activity that otherwise interferes with the use and enjoyment of the Software by others, including without limitation: using the Software in any way that may damage, disable, overburden, or impair our servers or networks; harvesting personal or other information about other Software users for any reason; transmitting, directly or indirectly, any unsolicited bulk communications (including e-mails and instant messages);
• remove the copyright notice from the Software or documentation accompanying the Software;
• use the Software for any illegal purpose, or in violation of any local, state, national, or international law; or
• authorize, encourage or cooperate with any third party to do any of the foregoing.

3. YOUR ACCOUNT.

The Software is for your use only and allows you to create an account through your mobile or other device for purposes of accessing the Company’s nutrition tracking, management and analysis software.

When creating your account, you must provide accurate information. The Company is not responsible for errors or harm resulting from inaccurate input of information.

You are solely responsible for the activity that occurs on your account, and you must keep your account log-in and password secure. You must notify the Company immediately of any breach of security or unauthorized use of your account. The Company is not liable for your losses caused by any unauthorized use of your account; however, you may be liable for the losses of the Company or others due to such unauthorized use.

4. COPYRIGHT.

You acknowledge and agree that the Software is a proprietary product of the Company whether patented or copyrighted. You further acknowledge and agree that all right, title, and interest in and to the Software, including associated intellectual property rights, is and shall remain with the Company. This Agreement does not convey to you an interest in or to the Software, but only a limited right of use that is revocable in accordance with the terms of this Agreement. No right, title, or interest in or to any trademark, service mark, logo or trade name of the Company is granted under this Agreement.

5. PRIVACY POLICY CONSENT.

By agreeing to the terms and conditions of this Agreement, you also agree to comply with the terms of our online privacy policy posted on our website at URL www.fuelthecore.com (the “Privacy Policy”), which is hereby incorporated into this Agreement. All information provided or collected by the Company will be handled in accordance with this Agreement and our Privacy Policy.

6. NO MEDICAL ADVICE.

The Company may ask you to provide it with, and may capture on its own based on your use of the Software, various types of information as described in the Privacy Policy. The Company will use all such information (collectively the “Information”) to customize your nutrition plan, and to track, analyze and enhance your exercise and nutrition habits. Our analysis is based on well-established guidelines drawn from publications in respected, peer-reviewed journals and practice in sports medicine. For your safety, however, it is critically important that your Information be entered accurately and completely. Misstatements, intentional or accidental, will not only make the Software’s reference information inaccurate and less useful than it could be, it could result in advice that is harmful or even dangerous to you. You are ultimately responsible not only for providing accurate Information, but also for taking any information and/or recommendations made by the Software and considering these in light of your own experience, training routines, self-knowledge and common sense.

The analysis we provide is not intended to be and should not be used in place of: (A) the advice of your physician or other qualified medical professional; (B) active engagement and consultation with your physician or other qualified medical professional; or (C) information contained on or in any product packaging or label. Our Software has no way of knowing enough about you to make medical diagnoses or recommendations, and the Company does not attempt to do so. Our guidance should be treated as one of multiple sources of information that you aggregate to determine the appropriate level of activity and nutrition for your particular needs. Our analysis does not constitute medical advice and our software does not account for special medical conditions; it should be used as a reference tool only. Should you have any healthcare related questions or concerns prior to, during or after engaging with CORE’s services, call your physician or other healthcare provider before any further use of CORE’s services. In all cases, it is recommended that you transition from your current practices to CORE recommendations gradually, continually assessing the efficacy of your plan.

7. TERMINATION.

You may terminate this Agreement, for any reason or no reason, at any time by notifying the Company. Upon termination of this Agreement, you shall cease use of the Software and destroy all copies, full or partial, of the Software. Sections 8, 9, 10, 11 and 14 shall survive any termination of this Agreement.

The Company may terminate this Agreement at any time and without notice in the event that the Company determines, in its sole discretion:

• that you have acted, or attempted to act, in any manner prohibited by Section 2 of this Agreement;
• that you are using the Software in a manner, or otherwise engaging in any action, that may harm the Company or others; or
• that it is in the best interest of the Company to terminate the Agreement

8. NO WARRANTY.

THE SOFTWARE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY WHATSOEVER. YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION AND USE OF, AND RESULTS OBTAINED FROM, THE SOFTWARE. THE COMPANY MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND ANY ACCOMPANYING WRITTEN MATERIALS.

FURTHERMORE, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT INFORMATION OR RECOMMENDATIONS ACQUIRED THROUGH THE SOFTWARE WILL BE CORRECT, APPROPRIATE OR SAFE. IN ALL CASES, THE UTILITY OF THE INFORMATION PROVIDED BY THE SOFTWARE WILL BE LIMITED BY THE ACCURACY, COMPLETENESS AND TIMELINESS OF THE INFORMATION YOU PROVIDE. THE SOFTWARE IS INTENDED TO BE A REFERENCE SOURCE FOR COMMITTED ATHLETES, AND ALL INFORMATION AND RECOMMENDATIONS MUST BE ANALYZED BY THE USER, WHOSE KNOWLEDGE AND INFORMATION ABOUT THEIR OWN HEALTH AND FITNESS IS SUPERIOR TO THAT AVAILABLE TO THE COMPANY.

You hereby acknowledge that the Software may not be available or become unavailable due to any number of factors including, without limitation, periodic system maintenance, scheduled or unscheduled, acts of god, technical failure of the Software, telecommunications infrastructure, or delay or disruption attributable to viruses, denial of service attacks, increased or fluctuating demand, actions or omissions of third parties, or any other cause reasonably beyond the control of the Company. Therefore, the Company expressly disclaims any express or implied warranty regarding system and/or software availability, accessibility, or performance.

9. NO LIABILITY FOR DAMAGES.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING FAULT, NEGLIGENCE AND THE FAILURE OF THE ESSENTIAL PURPOSE. REGARDLESS OF THE CAUSE OR FORM OF THE ACTION, THE COMPANY’S AGGREGATE LIABILITY TO YOU FOR ACTUAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF THE LICENSE FEE, IF ANY, PAID BY YOU TO THE COMPANY FOR THE USE OF THE SOFTWARE.

10. INDEMNIFICATION.

You agree to defend, indemnify and hold harmless the Company and any of its affiliates (and the Company’s and it affiliates’ respective officers, directors, agents, subsidiaries and employees) from any liability, loss, damage, cost or expense (including reasonable attorney’s fees) arising out of your violation of any provision of this Agreement, or any other act or omission by you in connection with the Software.

11. GOVERNING LAW AND JURISDICTION.

This Agreement and all rights and obligations hereunder, including but not limited to matters of construction, validity and performance, shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflicts of laws principles. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Commercial Code as enacted in the state of Ohio will govern the activities described in this Agreement.

Each of the parties hereto:

• irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Cuyahoga County, Ohio, in any action or proceeding arising out of or relating to this Agreement;
• irrevocably agrees that all claims in respect of such action or proceeding shall be heard and determined in such Ohio state or federal court; and
• irrevocably waives, to the fullest extent it may legally do so, any rights it may have to demand a trial by jury in such action or proceeding or to object to the maintenance of such action or proceeding in the stated venue on the basis of forum non-conveniens, improper venue or similar basis.

Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

12. EXPORT RESTRICTIONS.

You acknowledge that the Software and any portion thereof must be exported in accordance with U.S. Export Administration Regulations (EAR) and diversion contrary to U.S. law is prohibited.

13. ASSIGNMENT.

This Agreement may not be assigned by you without the prior written consent of the Company. The Company may assign this Agreement without your consent.

14. SEVERABILITY.

Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

15. ENTIRE AGREEMENT; NO WAIVER.

This Agreement represents the entire agreement between you and the Company concerning the Software, and it supersedes any prior proposal, representation, or understanding between the parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.