IMPORTANT: This website (the “Site”) and the services related to or offered on the Site, including access to fee based content and/or services, (hereinafter, the "Services") is operated by Sophia Dalton (hereinafter “we”, “us”, “our” or “Sophia Dalton”). The words “You”, “Your”, or “User” refer to the person or entity accessing the site or otherwise identified as the user during the enrollment process. Please carefully read the following User Agreement (the “Terms” or “TOU”). By accessing the Site and/or the services provided on the Site You agree to be bound by the Terms and You signify that You have read and understood them. If You do not agree with the Terms, You may not use the Site or Services in any way in any way.
1. This Site is for Informational Purposes Only and Does Not Provide Medical Advice.
The Site and Services offer health, fitness and nutrition related information, which are designed for non-commercial, informational purposes only. WE ARE NOT A MEDICAL ORGANIZATION AND WILL NOT AND CANNOT GIVE MEDICAL ADVICE OR DIAGNOSIS. The information on this site should never be considered to be Medical advice. You should not rely on any information on this site as a substitute for, nor should it be considered to replace professional medical advice, diagnosis or treatment. You may want to consult with a medical professional before participating in any new exercise or diet routine. If you have any questions or concerns about your health or any content or services on this site you should consult with your physical or health care professional. This site does not offer medical advice, accordingly do not disregard, delay or avoid obtaining medical or health related advice from your doctor or health care professional because of something you may have read or viewed on this site. Use of the information on this site is solely at your own risk.
Nothing found on this Site or available through any Service offered on the Site is intended to be taken as, the practice of medicine or counseling care. For the purposes of this agreement, the practice of medicine and counseling includes, without limitation, psychiatry, psychology, psychotherapy, the practice of pharmacy, nutrition and fitness counseling or providing health care treatment, instructions, diagnosis, prognosis or advice. Your use of this Site does not create in any way a physician/patient, confidential, or privileged relationship, or any other relationship that would give rise to any duties on our part. We do not recommend or endorse any specific tests, physicians, clinics, procedures, opinions, products or other information that may appear on the Site or Services. If you rely on any of the information provided by this Site or the Services, our employees, or guests or visitors to the Site, you do so solely at your own risk.
2. Access to Fee-Based Services and Content
The site offers services such as work-out programs, meal plans and other content which can be accessed for a fee. In the event you wish to access fee-based services, you will be asked by the Site or an authorized third party to supply certain information, including without limitation, your full name, address, telephone number and credit card information. You agree to provide us or such third party with the foregoing information as well as any other mandatory information. You agree that any such information provided shall be accurate, complete and current. You agree to comply with any and all terms and conditions of any agreement that you may enter into governing your purchase of the product or service. You shall be responsible for all charges incurred through your account as well as for paying any applicable taxes. By providing the Site with your credit card number and associated payment information, you agree that the Site and/or our third party service providers are authorized to immediately invoice your account for all fees and charges due and payable to us as a result of your order, including but not limited to fees to access content, service fees, subscription fees or any other fee or charge associated with your access to the Services. In the event that access to an applicable Service requires a recurring payment, you agree that we (or our third party payment service provider) may automatically invoice your account at the beginning of each recurring period. We reserve the right to increase charges and fees, or to institute new charges or fees at any time, upon reasonable advance notice communicated to you through a posting on the Site or such other means as we may deem appropriate from time to time (including electronic mail or conventional mail). You agree to immediately notify Sophia Dalton of any change in your billing address or the credit card used for payment hereunder. Your right to access fee based content and/or services is conditional upon our receipt of payment. If payment cannot be charged to your credit card or if a charge is refunded for any reason, including chargeback, we reserve the right to either suspend or terminate your access and account. You agree that in the event we are unable to collect the fees you owe us for the access to content and/or services specified in your order, we may take any other steps we deem necessary to collect such fees from you, and that you will be responsible for all costs and expenses incurred by us in connection with such collection activity, including collection fees, interest, court costs and attorneys' fees.
3. Price Changes.
We reserve the right to adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion.
4. No Refunds.
PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS AFTER PURCHASING ACCESS TO FEE BASED CONTENT AND/OR SERVICES. Upon purchasing access to fee based content and/or services you will be given access to view said content. Once purchase is complete and you have been given access to fee based content and/or services the Site will not grant refunds. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
5. License Grant.
This TOU provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Site conditioned on your continued compliance with these TOU. You may print and download materials and information from the Site solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information.
6. Prohibited Activities.
We grant you a limited access to make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with our express written consent. This access does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.
THE SITE IS NOT INTENDED FOR USE BY MINORS (under the age of 18), OR INDIVIDUALS WITH ANY TYPE OF HEALTH CONDITION. BY USING THE SITE, YOU REPRESENT AND WARRANT YOU MEET THESE CRITERIA. If you are pregnant or may become pregnant you should consult with your doctor before engaging in activities or meal plans available on this Site. Individuals under 18 should not use the Sites or the Services.
You acknowledge and agree that the Site and Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and are the sole property of Sophia Dalton or our content providers. Unless otherwise specified in writing, the content and/or services available on this site (including fee based content and services) are for your personal and non-commercial use only.
In addition, in connection with your use of the Site and/or the Services, you acknowledge and agree that you will not:
(a) Copy, reverse engineer, reverse assemble, otherwise attempt to discover the source code, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, products or services obtained through the Site or the Services;
(b) Access the Site or Services by any means other than through the standard industry-accepted interfaces;
(c) Post or transmit any material that contains a virus or corrupted data;
(d) Delete any author attributions, legal notices or proprietary designations or labels;
(e) Violate any applicable local, state, national or international law, rule or regulation or use the Site and/or the Services for any purpose that is prohibited by these TOU;
(f) Manipulate or otherwise display the Site and/or the Services by using framing or similar navigational technology;
(g) Register, subscribe or unsubscribe any party for any product or service offered on this site if you are not expressly authorized by such party to do so;
(h) Use the Site or the Services in any manner that could damage, disable, overburden or impair Sophia Dalton’s servers or networks, or interfere with any other user's use and enjoyment of the Site and/or the Services;
(i) Gain or attempt to gain unauthorized access to any of the Site, Services, accounts, computer systems or networks connected to the Site through hacking, password mining or any other means;
(j) Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site or the Services or harvest or otherwise collect information about other users without their consent;
(k) Use the site in any manner that could damage, disparage, or otherwise negatively impact Sophia Dalton. In addition, you agree to comply with our Posting Guidelines below. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COPYING OR REPRODUCING ANY SERVICES, PROGRAMS, PRODUCTS, INFORMATION OR MATERIALS PROVIDED BY SOPHIA DALTON TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
8. User Code of Conduct.
You agree to abide by all applicable local, state, national, and international laws and regulations, including U.S. export and re-export control and economic sanction laws and regulations, with respect to your use of the Site and Services. You also acknowledge and agree that your use of the Internet and access to the Site is solely at your own risk. You should also understand that the confidentiality of any communication or material transmitted to/from a Site over the Internet or other form of global communication network cannot be guaranteed. Accordingly, Sophia Dalton is not responsible for the security of any information transmitted to or from the Site. Sophia Dalton reserves the right to prohibit or terminate use of or access to the Site and services at any time, without notice, for any reason whatsoever.
9. Posting Content.
From time to time this site may allow you to post content on the site such as and sport tips, photos, nutritional data of food, weight data, challenges you took, achievements (collectively, “Content”), to promote and share with Your friends on Facebook, Twitter or other social network available on the App. You are solely responsible for Content You share. In addition to the prohibited activities described above, when posting information you shall abide by the following:
(a) You represent that you own or have the rights to use the content you post or share on this site, and that it does not violate any privacy rights, publicity rights, contractual rights, or intellectual property rights of any other person, or entity.
(b) You are strictly prohibited from using this site or services to communicate, post or share information that is patently offensive, vulgar, contains adult content to include nudity, promotes hatred, bullying, bigotry, racism, against any person or a person of a protected class based on race, creed, color or sexual orientation, or offensive subject matter or contains a reference or link to a third party site that may contain such material.
(c) You shall not post information, videos, material or links to information that is false or misleading or promotes any illegal or criminal activity to include gambling, drug dealing, child pornography, fraud, stalking or violating any other user’s privacy or intellectual property or that is abuse or threatening, obscene, defamatory, or libelous or any content that is pirated or otherwise in violation of the owner’s intellectual property rights.
(d) You shall not use the site or services to solicit other Users information for purposes other than for the services on this Site.
(e) You agree and acknowledge that the site can and will remove any content you post especially any that does or is alleged to violate or infringe the copyright of a third party and You agree to immediately notify the site if you know or suspect that another person has posted any material that violates this Agreement to include the copyright of third party.
(f) Any user failing to comply with these guidelines may be expelled from and refused continued access to the message boards, chats or other public forums in the future. Sophia Dalton and/or its designated agents may remove or alter any user-created content at any time for any reason. Materials posted and/or uploaded to the various public forums may be subject to size and usage limitations. You are responsible for adhering to such limitations. Sophia Dalton expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in these forums by third parties, nor are we responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will Sophia Dalton or our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on information obtained through these forums. The opinions expressed in these forums are solely the opinions of the participants, and do not reflect the opinions of Sophia Dalton or any of their subsidiaries or affiliates. Sophia Dalton has no obligation whatsoever to monitor any of the content or postings on the message boards, chat rooms or other public forums. However, you acknowledge and agree that we reserve the right to monitor the same at our sole discretion. Unless otherwise stated, these moderators are not medical professionals and should not be construed as such. Our moderators reserve the right to alter, edit, refuse to post or remove any postings or content, in whole or in part, for any reason and to disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and to protect ourselves, our clients, sponsors, users and visitors. In addition, Sophia Dalton’s moderators reserve the right to contact users to inform them of policies, hide users’ posts or delete users’ accounts without warning or notice in advance, for any reason, including but not limited to the violation of these Terms. By sending or transmitting to us content, images, video, audio files, creative suggestions, ideas, notes, concepts, information or other materials (collectively, "Submission Materials"), or by posting such Submission Materials on the Site, you hereby grant to us and our designees a worldwide, non-exclusive, sub-licensable, assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute, modify, create derivative works of, publicly perform, publicly display, digitally perform, sell, offer for sale and import such Submission Materials in any media now known or hereafter devised, for any purpose whatsoever, commercial or otherwise, without compensation to you. The foregoing license to Sophia Dalton shall be fully paid-up and royalty free. You represent and warrant that any person or entity named or pictured in such Submission Material has provided any necessary licenses, rights or authorizations to allow Sophia Dalton’s use of such Submission Materials in accordance with such license. None of the Submission Materials disclosed or posted via message boards, chats or other public forums shall be subject to any obligation, whether of confidentiality, attribution or otherwise.
10. Accuracy of Information.
You hereby represent and warrant that all enrollment information, entries, posts and responses, including without limitation, Your name and contact information is Yours, is truthful and accurate.
We not warrant or guarantee that the Site will operate without disruption, errors or interruptions, or that it will be accessible, or available at all times, or immune from unauthorized access or error free.
12. Use of Services.
Your right to use the site and services is subject to your adherence to all provisions of this Agreement. You shall not copy, disclose, modify, decompile, disassemble, alter, tamper, translate or reverse engineer any aspects of the Site and/or Services. You shall notify the Site immediately if you know, suspect, or have reason to know that You or anyone else has violated any provision of this Agreement and if you suspect that someone has gained unauthorized access to your account and information. In such a case, You shall take immediate action to change your online access code and information.
You assume full responsibility to backup and/or otherwise protect your data against loss, damage or destruction prior to and during all phases of your use of the Site and services, and to take appropriate measures to respond to any potential adverse impact of the systems or disruption of service. You agree that Sophia Dalton will not be liable for any damages attributable to the Site and Services, except and to the extent caused by Sophia Dalton ‘s gross negligence or willful misconduct.
13. Privacy & Authorized Disclosure.
You agree that Sophia Dalton, in its sole discretion, may terminate your access or use of the Site or Services, and remove and discard any content within the Site or Services, at any time and for any reason. Additionally, your access to the Site and Services may be terminated by Sophia Dalton immediately if You violate any provision of the TOU or for any other reason. You agree that any actions taken under this Section may be effective without prior notice to you.
15. Proprietary Rights.
You acknowledge and agree that, as between Sophia Dalton and You, all right, title and interest in and to the Site, Services and its contents, any part thereof, and other proprietary processes and solutions included in the services under this agreement, all patents, trademarks copyrights, trade secrets and all other intellectual property rights therein and thereto, and all copies thereof, in whatever form, including any written documentation shall at all times be and remain solely with Sophia Dalton
16. Limitation of Liability; Disclaimer of Warranties.
(a) NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, SOPHIA DALTON’s CUMULATIVE AGGREGATE LIABILITY FOR ANY LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES, OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL BE LIMITED TO THE ACTUAL DAMAGES SUFFERED BY YOU AND, IN ANY EVENT, SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT OF FEES PAID BY YOU TO SOPHIA DALTON FOR YOUR INDIVIDUAL SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THAT THE LIABILITY ARISES, OR (II) $500.00.
(b) IN NO EVENT SHALL EITHER PARTY, THEIR AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST REVENUES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) THIS AGREEMENT IS A SERVICE AGREEMENT, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SOPHIA DALTON DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT.
(d) SOPHIA DALTON DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR FREE OR THAT ITS SERVERS ARE FREE OF COMPUTER VIRUSES AND/OR OTHER HARMFUL MATERIALS. NOR DOES IT WARRANT THAT THE CONTENT POSTED BY USERS IS ACCURATE AND TRUTHFUL
(e) You acknowledge and agree that the provisions and limitations of this section are essential to this Agreement and that absent them, SOPHIA DALTON would not have entered into this Agreement.
Each party shall indemnify and hold harmless the other party and its Affiliates and their respective officers, directors, employees, partners, agents, successors and assigns from, and shall defend the other against, any costs, liabilities, damages or expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim (i) that the party has infringed upon the intellectual property rights of another and (ii) attributable to breaches of the other party’s express representations and warranties contained in this Agreement.
You agree to accept communications from Sophia Dalton via email, text or other electronic form.
(a) All notices hereunder shall be in writing and shall be deemed given when personally delivered, or when sent by email, facsimile transmission with receipt confirmed, one day after being sent by a reputable overnight courier, or three business days after being mailed by certified mail, return receipt requested, in each case directed: (i) if to User, to the address shown during the enrollment process and/or by email address provided during registration, and/or by way of posting on the Sophia Dalton online portal; (ii) if to Sophia Dalton via email to (______); or (iii) to such other addresses for each party as specified by such party in a notice given to the other party.
(b) The parties agree that they are acting hereunder as independent contractors and that nothing contained in this Agreement shall be deemed or construed by the parties hereto, or any third party, to create the relationship of agency, partnership or joint venture between the parties. No party to this Agreement has, and shall not hold itself out as having, any authority to enter into any contract or create any obligation or liability on behalf of, in the name of, or binding upon the other parties.
(c) Neither party may assign, delegate nor otherwise transfer the rights or obligations associated with this Agreement, in whole or in part, without the prior written consent of the other party; provided however, no written consent shall be required to assign this Agreement to any parent or the wholly owned subsidiary of the party. Furthermore, no written consent shall be required for Sophia Dalton to assign this Agreement to its successor as a result of a merger, acquisition, sale, transfer or other disposition of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
(d) Sophia Dalton may subcontract with one or more affiliates or third parties to provide any service required to be provided Sophia Dalton hereunder, provided that no such use of subcontractors shall relieve Sophia Dalton of its obligations under this Agreement.
(e) This Agreement constitutes the complete and exclusive statement of the agreement between the parties, and supersedes and merges all prior proposals and all other agreements, whether oral or written, between the parties relating to the subject matter hereof. Any documents of User referring to such party’s terms and conditions, such as vendor manuals, codes of conduct, requests for proposals, purchase orders or invoices that are not expressly contained or incorporated herein, or are contrary to the terms and conditions contained herein, shall not be binding upon Sophia Dalton . No change, modification, or waiver of any term or condition of the Agreement shall be valid unless in writing signed by each party. Notwithstanding, Sophia Dalton may update this Agreement in the event that the laws or NCAA rules and regulations require, or other applicable standards are changed or updated. For purposes of this section, an electronic or “click-wrap” notice intended to modify or amend this Agreement and which you click “I Accept” or “I Agree” or otherwise accept through an electronic process, shall constitute a writing as required herein. The waiver or failure of either party to exercise any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement.
(f) If any of the terms, or portions thereof, of this Agreement are invalid or unenforceable under any applicable statute or rule of law, the court shall reform the Agreement to include an enforceable term as close to the intent of the original term as possible; all other terms shall remain unchanged.
(g) Neither party will be liable to the other under this Agreement if delayed or prevented from performance by causes beyond its control including, but not limited to, fires, floods, strikes, acts of God, war, insurrection, governmental restrictions, or other causes of a like or different nature beyond the control of such party.
(h) Sophia Dalton and User irrevocably waive any and all rights they may have to a trial by jury in any judicial proceeding involving any claim relating to this agreement.
(i) Nothing herein expressed or implied is intended to or shall be construed to confer upon or give any person or entity, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.
20. Jurisdictional Issues
Sophia Dalton makes no representation or warranty that the content and materials on the Site or the Services are appropriate or available for use in locations outside the United States . Those who choose to access the Site or use the Services from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. Sophia Dalton reserves the right, at any time in our sole discretion, to limit the availability and accessibility of the Site or the Services to any person, geographic area or jurisdiction we so desire, and to limit the quantities of any such service or products that we provide.
21. Governing Law
These TOU and the relationship between you and Sophia Dalton shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. You and Sophia Dalton irrevocably agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within the county of Los Angeles, in the State of California, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
22. Waiver and Severability
The failure of Sophia Dalton to exercise or enforce any right or provision of these TOU shall not constitute a waiver of such right or provision. If any provision of these TOU is found by a court of competent jurisdiction to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severed herefrom and shall not affect the validity and enforceability of any remaining provisions.
We may modify these TOU at any time, as we deem appropriate. If you disagree with the changes to the TOU, you must discontinue your use of the Site and Services, and if you have registered as a member, cancel your registration. Your continued access or use of any of the Site or Services following such notice signifies your acceptance of the modified TOU. It is your responsibility to review the TOU regularly to be aware of such modifications. We reserve the right to modify or discontinue the Site or Services with or without notice. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site or Services. If you object to any such changes, your sole recourse will be to cease access to the Site or Services. Continued access to the Site or Services following notice of any such changes will indicate your acknowledgement of such changes and acceptance of the Site or Services as so modified and your use of new Services will be governed by these TOU.
Date of last revision: September 2018