1. Acceptance of Terms

Welcome to StopChronicDisease.com (the “Site”), a web site sponsored by Metagenics, Inc. (“Metagenics”) to provide an online health community for individuals (“Individuals”) to interact with practitioners (“Practitioners”) and others about health conditions and Therapeutic Lifestyle Changes ("TLC").

The Terms and Conditions of Use include any posted guidelines or rules applicable to particular Content or Services (as defined below) and, as updated by Metagenics from time to time, are collectively referred to as the “Terms and Conditions” and govern Individual and Practitioner use of the Site. You should carefully read the Terms and Conditions in their entirety before using the Site.

By using the Site, you: (i) agree to be bound by the Terms and Conditions; (ii) represent and warrant that you are at least eighteen (18) years old; (iii) represent and warrant that you have the legal authority to accept the Terms and Conditions; and (iv) agree that any use of the Site by any Practitioner is in his/her personal capacity and not as a representative or agent of Metagenics. This is a legally binding agreement. If you do not agree with the Terms and Conditions, you are not authorized to use the Site.

2. Medical Disclaimers

The Site may provide certain content (including, without limitation, documents, photographs, videos, advertisements, marketing materials, text, graphics and images) and services that Metagenics may change or update from time to time (the “Content” and “Services”).

THIS SITE DOES NOT PROVIDE MEDICAL ADVICE. The Site, Content and Services are provided solely to enable Individuals and Practitioners to contact and network with other Individuals and Practitioners to provide information on topics of interest.

The Site does not provide any form of medical advice, professional services or recommendations. The determination of the need for medical services and the types of health care to provide a patient are decisions that should be made only by a physician or other licensed health care provider. Metagenics does not provide medical advice and the Site, Content and Services do not provide a diagnosis or other recommendation for treatment and are not a substitute for professional judgment of a health care professional in diagnosis and treatment of any person. Never disregard medical advice or delay seeking such advice because of something you read on the Site. Always seek the advice of a physician or other qualified health care provide with any questions you have regarding a medical condition.

DO NOT USE THE SITE FOR EMERGENCY MEDICAL SERVICES. IN AN EMERGENCY, CALL 911, YOUR LOCAL EMERGENCY ASSISTANCE NUMBER AND/OR YOUR PERSONAL PHYSICIAN.

Nothing on this Site is intended to constitute (i) medical advice or counseling, (ii) the practice of medicine, including, without limitation, psychiatry, psychology, psychotherapy or the provision of health care diagnosis or treatment, (iii) the creation of a physician patient or clinical relationship, or (iv) an endorsement, recommendation or sponsorship of any third party product or service by Metagenics or any of its affiliates, agents, employees, consultants or service providers. Some of the Individuals and Practitioners posting to this Site, including the moderators, may work for Metagenics or participate in a Metagenics programs for health practitioners or patients with chronic illnesses. Opinions expressed here and in any corresponding comments are the personal opinions of the original authors, not of Metagenics or FirstLine Therapy. The content is provided for informational purposes only and is not meant to be an endorsement or representation by or of Metagenics or any other party.

3. Access to the Site

Access to portions of this Site requires login and password information provided by Metagenics. To obtain a password, you must register with the Site and provide the information requested in the registration process. You will be provided with a login and password. The login and password are provided for the use of the designated Individual or Practitioner only and are not transferable. If you choose to use your login account, you will be asked to change your password when you initially logon to the Site.

You agree that you will be responsible for maintaining your password as confidential and for any activity that occurs as a result of your enabling or permitting another person or entity to use your password. You agree to immediately notify Metagenics by one of the methods set forth in Section 6 in the event that (i) your password is lost or stolen, (ii) you become aware of any unauthorized use of your password or of any other breach of security related to the Site, or (iii) you receive a login andpassword that belong to another person (in which case you are not authorized to use that login account).

Metagenics is not responsible for any loss or damage arising from your failure to comply with the provisions of this Section. Misuse of a login account, including, without limitation, unauthorized sharing of the login and password, may result, at Metagenics’ sole discretion, in cancellation of the Individual’s or Practitioner’s password and other remedies, and Metagenics shall have no liability to the Individual or Practitioner.

4. Content and Services

The ability to post Content in the form of text or visual media allows Individuals and Practitioners to share ideas and information of mutual interest. Metagenics cannot and does not monitor all of the material posted or transmitted between or by Individuals and Practitioners. You are advised to use your best judgment and required to abide by the guidelines set forth below when choosing to participate in any information sharing activity. This Site is available to the public. No information you consider confidential should be posted to this Site. Any disclosures made through the Site should only be made after reviewing and agreeing to the Privacy Policy found at http://www.stopchronicdisease.com/privacy. Metagenics does not make any representation concerning the accuracy or completeness of any Content supplied by Individuals and Practitioners on or through the Site. Metagenics reserves the right to move, remove, or edit any Content on the Site at any time for any reason. In the event that any Content appears to be inappropriate for display on this Site for any reason, Individuals and Practitioners are encouraged to contact Metagenics in accordance with Section 6 to request removal of such Content.

By posting to the Site you agree to be solely responsible for the Content you contribute, link to, or otherwise upload to the Site and hereby release Metagenics from any liability related to your use of the Site. You also grant to Metagenics a worldwide, perpetual, irrevocable, royalty-free and fully-paid, transferable (including rights to sublicense) right to exercise all copyright, publicity, and moral rights with respect to any original Content you provide.

5. Opt-Out

You may contact Metagenics and have your login and password information inactivated. Metagenics will accommodate requests for inactivation and opt-out. Opt-out may be accomplished by e-mail or physical mail to the addresses set forth in Section 6. The information Metagenics obtains from Practitioners and Individuals will be used only in accordance with Metagenics’ Privacy Policy.

6. Contact Information

You may contact Metagenics as follows:

E-Mail: info@StopChronicDisease.com

Mail: Metagenics, Inc., 100 Avenida La Pata, San Clemente, CA 92673

7. General Community Guidelines and Prohibited Behavior

You are responsible for all Content that you upload, post, email or otherwise transmit using the Site or Services. Likewise, you are responsible for respecting Metagenics’ and third parties’ rights with respect to Content that appears on the Site and agree not to download, email or otherwise transmit such Content in violation of Metagenics’ and third parties’ rights. You agree to use the Site solely to accommodate your own personal needs. You agree not to use the Site, Content or Services to:

• Provide any commercial services to third parties;


• Upload, post, email, or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property right, privacy right, or publicity right of any person or entity. By uploading, posting, emailing or otherwise transmitting any Content, you represent and warrant that you have all rights to take such action with respect to the Content;


• Upload, post, email, or otherwise transmit any Content that is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, pornographic, sexually explicit, invasive of another’s privacy, hateful, racially, ethnically, or otherwise offensive;


• Impersonate another person or entity, including without limitation, a representative of Metagenics or its officers, directors, employees or agents, falsely represent or misrepresent your affiliation with another person or entity, or forge headers or otherwise manipulate identifiers that would disguise the origin of any Content transmitted to or through the Site or Services;


• Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, including without limitation, initiation or perpetuation of any “Spam”, “Junk Mail”, chain letters, or any other potentially objectionable form of unsolicited communication;


• Use the Site or Services for any purpose or in any manner that violates any local, state, or federal law or regulation or the law or regulation of any foreign government, including, without limitation, stalking, harassing or threatening Metagenics or other Individuals or Practitioners;


• Collect or store personal data with respect to third parties except as contemplated by the Terms and Conditions and then only for the express purpose of providing lawful communication that may reasonably be anticipated by such third parties;


• Directly or indirectly, intentionally disrupt or interfere with the Site or Services in any manner that may materially adversely affect Metagenics or any third party, including, without limitation, by taking any action that imposes an unreasonably or disproportionately large load on our infrastructure or disrupts the functioning of Metagenics’ systems, Content or Services;


• Upload, post, email or otherwise transmit any material that contains software viruses or any other code, files or programs designed or known to disable, interrupt, or limit the functionality of any computer hardware, computer software, or telecommunications equipment or facilities;


• Upload, post, email or otherwise transmit without authorization any material that contains personal or private information concerning any third party person or entity, including without limitation, phone number(s) or addresses, credit/debit cards, calling cards, account numbers, social security numbers, passwords or other similar information;


• Reference the specific commercial name of any natural products that you use.  You may refer to the ingredients, and the dosage, but in compliance with the regulations that govern natural products, dietary supplements, and alternative therapies, specific product names are forbidden; or


• Post reviews or opinions concerning a doctor or hospital.

8. Compliance with Laws; HIPAA

You may not post any protected health information that would constitute an unauthorized use or disclosure under the Health Information Portability and Accountability Act of 1996, including, without limitation, its implementing regulations (“HIPAA”) or any applicable state laws or regulations. You agree that, to the extent required and/or appropriate, you are responsible for obtaining any authorizations, informed consents, institutional or privacy board approvals and/or other required approvals (collectively “Patient Approvals”) prior to submitting protected health information to the Site, and, upon Metagenics’ request, you agree to present redacted copies of the Patient Approvals to Metagenics. By posting protected health information to this Site, you represent and warrant that you have obtained and maintain a copy of an appropriate Patient Approval that complies with HIPAA and applicable state law, and that permits the disclosure, copying and distribution of the information through any media and use and disclosure of protected health information as set forth in these Terms and Conditions and the Privacy Policy.

You agree that Metagenics may use the protected health information in any lawful manner and that Metagenics will not return the protected health information to you after you submit it except as required by law. To the extent required, you have informed patients that the protected health information will not be returned and/or expunged and that it may be used and disclosed in accordance with these Terms and Conditions and the Privacy Policy.

You may not post any Content that includes the brand names of any drugs, supplements, or medications or that names any manufacturers that produce or market any drugs, supplements or medications. Furthermore, you may not make any claim for any product, service, or treatment that would constitute consumer fraud or false or misleading claims; and/or violate any prohibitions against marketing or advertising unapproved medical devices, drugs, or other medical treatment.

9. Disclaimer of Warranties

THE USE OF THE SITE AND SERVICES IS SOLELY AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. METAGENICS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE, CONTENT AND SERVICES, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. METAGENICS EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR THE ACTIONS OF ANY PRACTITIONER OR OTHER INDIVIDUAL WHO USES THE SITE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. METAGENICS MAKES NO WARRANTY THAT THE SITE, CONTENT OR SERVICES WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE, CONTENT OR SERVICES WILL BE ACCURATE OR RELIABLE. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION WITH THE SITE, CONTENT OR SERVICES IS TO CEASE TO USE THE SITE OR SERVICES. YOU MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE OR WITHIN NATIONAL JURISDICTIONS.

10. Exclusions and Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT METAGENICS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION EVEN IF METAGENICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO: (A) ERRORS IN OR OMISSIONS FROM THIS SITE AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, ANY DELAYS, FAILURES, INTERRUPTIONS OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF THIS SITE, (B) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF THE SITE OR ANY PORTION THEREOF OR THE COST OR PROCUREMENT OF ANY SUBSTITUTE SITE OR SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES OBTAINED OR WHICH YOU WERE UNABLE TO OBTAIN, (D) YOUR USE AND ACCESS OF THIS SITE, (E) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS SITE, (F) ANY DIAGNOSES OR TREATMENT MADE AFTER REVIEWING INFORMATION PROVIDED ON THIS SITE OR YOUR RELIANCE ON THIS SITE, (G) ANY VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR USE OF THE SITE, OR (H) ANY MATTER OTHERWISE RELATED TO YOUR USE OF THE SITE.

11. Photographs and Visual Content

You understand that you may be granted the ability to upload, post or transmit images or videos to third party users through the Site (collectively, “Visual Content”). You authorize Metagenics (and have all of the necessary rights from third parties to authorize Metagenics) the right to copyright, license, publish, broadcast, display, reproduce, and distribute in any manner the Visual Content. You understand that you will not receive any royalties or other reimbursement for permitting Metagenics to use the Visual Content. You grant Metagenics and other users (and have all of the necessary rights from third parties to grant Metagenics and other users) the absolute right and permission to use, re-use, publish, and re-publish the Visual Content, with or without names, or reproductions thereof or excerpts therefrom, made through any medium, and in any and all media now or hereafter known for any purpose whatsoever including, without limitation, in marketing and on other web sites. You also understand that you and any third parties will have no copyright or other rights with respect to the Visual Content as they are used by Metagenics or other users of the Site. You hereby release, discharge and agree to hold harmless Metagenics and any users, from and against any and all claims and demands, including but not limited to, any claims for copyright infringement, defamation, invasion of privacy or right of publicity, arising out of or in connection with any use of the Visual Content.

You represent and warrant that any Patient Approvals or releases referenced in Section 8 are consistent with the terms of this Section 11 and include sufficient language to permit you to agree to the terms of this Section 11.

12. Disclaimer of Content

Practitioners and Individuals understand and agree that all Content and Services provided in connection with this Site are the responsibility of the person or entity providing such Content or Service. Practitioners and Individuals understand and acknowledge that Metagenics assumes no responsibility to screen or review Content or Services provided as part of the Site. Metagenics shall have the right, but not the obligation, in its sole discretion to refuse, monitor, or remove any Content or Services that are available on the Site. Metagenics expressly disclaims all responsibility or liability to Practitioners, Individuals, and any other person or entity for the performance or nonperformance of the Content and Service review.

THE CONTENT FOUND ON THE SITE MAY NOT BE APPROPRIATE OR SATISFACTORY FOR YOUR USE, AND YOU SHOULD VERIFY ALL CONTENT BEFORE RELYING ON IT.

13. Intellectual Property

Nothing herein shall be construed as conferring by implication, estoppel, or otherwise, any license or right under any copyright, patent, trademark or other proprietary interest of Metagenics, or third parties

Copyright

The Content and the Services are owned by Metagenics and third parties and are protected by the United States Copyright Act of 1976, as amended, and the copyright laws of other countries. Certain materials are used by permission of their respective owners. The Content of the Site may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without the prior written permission of Metagenics, except that, subject to your compliance with the Terms and Conditions, Metagenics authorizes you to view or download a single copy of the Content provided that you keep intact all copyright, trademark, and other proprietary notices. Modification or use of Content for any other purpose is a violation of the rights of Metagenics or third parties.

Trademarks

“Metagenics”, “Metagenics, Inc.”, “MetaProteomics”, “MetaDocs”, “Meta-eHealth”, “FirstLine Therapy”, “FLT”, “StopChronicDisease.com, Stop Chronic Disease, SCD or SCD.com are trademarks owned by Metagenics. Other trademarks are used with the permission of their respective owners. You agree not to use or display trademarks without the prior written consent of Metagenics or the owner of such marks.

Reporting Violations

Pursuant to the Digital Millennium Copyright Act of 1998, 17 U.S.C. 512(c)(2), Metagenics’ designated agent for notice of alleged copyright infringement in connection with the Site is:

Email: info@stopchronicdisease.com

Telephone: (949) 369-3354

Mail: Metagenics, Inc., 100 Avenida La Pata, San Clemente, CA 92673

To file a notice of infringement with Metagenics, the requirements specified in Title II of the Digital Millennium Copyright Act of 1998 must be fulfilled. The text of this statute can be found at the U.S. Copyright Office web site, located at http://www.copyright.gov.

14. Links

The Site may include links to other World Wide Web sites. You acknowledge and agree that such links are provided for your convenience and do not reflect any endorsement by Metagenics with respect to the provider of such linked site or the quality, reliability or any other characteristic or feature of such linked site and Metagenics is not responsible in any manner (including without limitation with respect to any loss or injury you suffer) for any matter associated with the linked site, including without limitation, the content provided on or through any such linked site or your reliance thereon. METAGENICS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY LINKED SITE: YOUR USE OF ANY LINKED SITE IS SOLELY AT YOUR OWN RISK. In addition, you should be aware that your use of any linked site is subject to the terms and conditions applicable to that site.

15. Indemnity

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you hereby release and forever discharge Metagenics and its respective officers, directors, shareholders, employees and agents, of and from all actions, causes of action, suits, debts, duties, accounts, bonds, covenants, contracts, guarantees, claims and demands whatsoever that you had, now have or hereafter can, shall or may have of or by an reason of or in any way arising out of any cause, matter or thing whatsoever existing up to the present time and, in particular, without in any way limiting the generality of the foregoing, for and by reason of or in any way arising out of your use of the Site or your violation of these Terms and Conditions. You agree to hold harmless and indemnify Metagenics and its affiliates, and each of its officers, directors, employees and agents from and against any and all third party claims, demands, proceedings and any losses, liabilities, damages, costs, payments and expenses, including reasonable attorneys’ fees, costs and expenses arising out of, directly or indirectly, your use of the Site including, without limitation (a) any unlawful use of the Site, and/or (b) any use of the Site that violates the Terms and Conditions.

16. Jurisdiction and Venue

Practitioners, Individuals and Metagenics agree that this Agreement and the relationship between and among the Practitioners, Individuals and Metagenics will be governed by the laws of the State of California, without respect to its conflict of laws provisions and that venue with respect to any dispute between or among the Practitioners, Individuals and Metagenics will rest exclusively in the state or federal courts located in Orange County, California.

17. Changes

Metagenics may change the Terms and Conditions from time-to-time. If such a change is made, Metagenics will post the revised Terms and Conditions on the Site. Metagenics reserves the right to add to or change the Site or cease offering the Site or terminate your use of the Site at any time and without liability. Metagenics reserves the right to refuse to offer access to the Site, Content, and/or Services to anyone at anytime without notice.

18. Miscellaneous

The Terms and Conditions constitute the entire agreement between and among the Practitioners, Individuals and Metagenics relating to the Site, Content, and Services. There is no agency, partnership, joint venture, employee-employer or physician-patient relationship between any user and Metagenics arising solely through the use of the Site. The Terms and Conditions are binding upon your successors, assigns, heirs and executors. If any provision of the Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms and Conditions, which shall remain in full force and effect. The failure of Metagenics to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or condition. Any claim or cause of action arising out of or related to the Site, Content, Services or the Terms and Conditions must be filed within one year after such claim or cause of action arose. The section titles of the Terms and Conditions are merely for convenience and will not have any effect on the substantive meaning of this Agreement.

YOUR USE OF THE SITE INDICATES THAT YOU AGREE TO THE FOREGOING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, DO NOT USE THE SITE.

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