The Modern Health Nerd: Terms & Conditions
By entering into a working relationship with The Modern Health Nerd (“MHN, “the Company”), you are agreeing to these Terms. If you are engaging MHN on behalf of an organization such as your employer, you are agreeing to these Terms on behalf of that organization, and represent and warrant that you have the authority to agree to these terms on the organization’s behalf. In that case, “you” and “your” will refer to that organization.
This Agreement outlines all terms and supersedes all previous negotiations or Agreements and must be signed by an authorized representative of each Party. For the purpose of expediting the Project, electronic signatures (including fully typed legal names) may be used to indicate Agreement with all terms of this document. Beginning a working relationship with MHN (including paying an invoice) constitutes agreement with all terms included herein.
If you enter into a monthly service agreement with MHN, the Services are provided on an ongoing basis for a term defined on the Website, via a written agreement or via verbal agreement between both Parties. You are free to request a change in structure of the Service agreement at any time.
Any upgrade or downgrade in your Service term will result in the new Fees being charged at the next billing cycle; downgrades between billing cycles will not be prorated unless specified in writing in advance of the change. Downgrading to a lower tier of Services may cause the loss of Services. MHN does not accept any liability for such loss.
Service Terms & Termination Details
We may terminate or modify your access to and use of MHN Services, at our sole discretion, at any time and without notice to you, for example, if you are not complying with these Terms, or if you use MHN’s Services in any way that would cause legal liability to or disrupt others’ use of those Services.
Service agreements will continue in full until the end of the agreed-upon term. Services can be cancelled or modified by request in writing (including by email to firstname.lastname@example.org) at least thirty (30) days prior to the end of your current Service agreement.
You may cancel your Service at any time; however, you are responsible for advance payment of the entire agreement. Fees are non-refundable based on the terms of the Service Agreement and not actual usage. Payment obligations for the Services to which you agree are noncancelable. No refunds will be issued unless agreed upon in writing by both parties in the event of unforeseen circumstances.
Should the Company terminate the agreement, the Company shall issue a prorated refund for any work remaining incomplete at the time of termination.
Billing, Payments, Fees and Expenses
If you purchase a subscription to the Services via credit card, debit card or other payment card (collectively, “Credit Card”), you hereby authorize MHN Wellness (or its designee) to automatically charge your Credit Card in accordance with the applicable Service agreement. You acknowledge that certain Credit Cards may charge you foreign transaction fees or other charges. If your payment is not successfully settled for any reason, you remain responsible for any amounts not remitted to MHN.
Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection). MHN reserves the right to terminate your subscription without additional warning if you fail to promptly pay any outstanding fees.
You are responsible for all sales, use, value added or other taxes of any kind, other than taxes based on MHN’s net income. You are also responsible for any payment-related fees such as wire transfer or Credit Card processing fees. You are responsible for all fees or expenses related to accessing or using the Services that are extrinsic to the Services.
Confidentiality of Information
From time to time, either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”) non-public, proprietary and confidential information of the Disclosing Party (“Confidential Information”).
Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology and marketing information (“Confidential Information”). Confidential Information does not include any information that:
- is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this confidentiality section;
- is or becomes available to the Receiving Party on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information;
- was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder; or
- was or is independently developed by the Receiving Party without using any of the Disclosing Party Confidential Information.
The Receiving Party shall:
- protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
- not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and
- not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s service providers or financial/legal advisors who need to know the Confidential Information and are bound to confidentiality obligations at least as restrictive as those in these Terms.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party’s sole cost and expense, a protective order or other remedy.
Content Ownership and Credits
By working with MHN Wellness, you provide text, images, file attachments, and other information (“your content”). You retain full ownership of your content, and content the Company produces for you belongs to you.
You may choose to delete your content at any time. However, in some cases, some of your content may not be completely removed (when your data is shared with someone else, for example). MHN Wellness is not responsible or liable for the removal or deletion of any of your content, or the failure to remove or delete such content.
You are solely responsible for your content and indicate that you own or have the necessary rights to all of your content, and that use of your content does not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Unless otherwise specified, MHN Wellness may use the work we produce for you, along with your name, logo and marks to identify you as a MHN Wellness customer on the Company website and other marketing materials.
This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall not be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
Any delays in performance by any Party are not a breach of this Agreement if and to the extent caused by occurrences beyond the reasonable control of the Party affected, including acts of God, embargoes, governmental restrictions, transportation mishaps, strikes or other concerted acts of workers, fire, flood, explosion, riots, wars, civil disorder, rebellion or sabotage. The Party suffering such occurrence shall immediately notify the other Party and any time for performance shall be extended by the actual time of delay caused by the occurrence.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
Customer will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding elements or materials provided by Customer and incorporated into the Services. Additionally, Customer will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding Customer’s unauthorized use of any music, images, or other materials comprising the Services.
Company will not be liable for any loss of use, interruption of business, lost profits, or any indirect, special, incidental, or consequential damages of any kind regardless of the form of action whether in contract, tort (including negligence), strict product liability, or otherwise, even if it has been advised of the possibility of such damages. In no event shall Company’s aggregate liability under this agreement exceed the fees paid to the Company hereunder.
Arbitration and Legal Fees
Any controversies or disputes arising out of or relating to these Terms shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association or of the International Center for Dispute Resolution to be held in one of the following jurisdictions (whichever is closest to you): [New York, New York; or San Francisco, California].
The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of these Terms. The arbitration proceeding shall be conducted in English and all documentation shall be presented and filed in English. The arbitrator shall not have the authority to modify any provision of these Terms or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction.
The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under these Terms. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the choice of law rules of that State, except to the extent that any of such laws may now or hereafter be preempted by Federal law. Company consents to the jurisdiction of any Federal or State court within the State of New York, submits to venue in such state, and also consents to service of process by any means authorized by Federal law or the law of such state.
Without limiting the generality of the foregoing, Company hereby waives and agrees not to assert by way of motion, defense, or otherwise in such suit, action, or proceeding, any claim that
- Company is not subject to the jurisdiction of the courts of the above-referenced state or the United States District Court for such state, or
- such suit, action, or proceeding is brought in an inconvenient forum, or the venue of such suit, action, or proceeding is improper.
- The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party.
Customer represents and acknowledges that you are entering into this Agreement knowingly and voluntarily, that you have carefully read this Agreement in its entirety, understand the terms and conditions contained herein, have had the opportunity to review this Agreement with legal counsel of your own choosing and have not relied on any statements made by the Company or its legal counsel as to the meaning of any term or condition contained herein or in deciding whether to enter into this Agreement.