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Legal Disclaimers & Terms of Use



Legal Disclaimers

  • Apple, the Apple logo, iPhone, and iPod touch are trademarks of Apple Inc., registered in the U.S. and other countries. App Store is a service mark of Apple Inc., registered in the U.S. and other countries.

  • Google Play and the Google Play logo are trademarks of Google Inc.

  • Android is a trademark of Google Inc.

  • The Android robot is reproduced or modified from work created and shared by Google and used according to terms described in the Creative Commons 3.0 Attribution License.



Med World Live Terms of Use 

Visitors’ (hereinafter referred to as “you” and “your”) access to and use of the Med World Live portal (hereinafter referred to as "MWL", "Portal", “Service”, “Us”, and "We") is subject to the following Terms of Use and all applicable laws. By clicking “Agree” you acknowledge that you have read the Terms of Use set forth below and agree to abide by and be bound to these Terms of Use.
For purposes of these Terms of Use, “you” means both you, as an individual, and the company you represent.
1. ACCEPTANCE OF TERMS OF USE 
These Terms of Use constitutes a legal agreement that governs your ongoing use of and access to MWL.  You must accept these Terms of Use before you may access or use MWL.  You accept the terms of the Terms of Use by: (a) clicking to accept or agree where such option is made available to you; or (b) using or accessing the Service.

  • By accepting these Terms of Use, or by accessing or using MWL, you represent and warrant the following:You are at least 18 years old and have the legal capacity to be bound by these Terms of Use;

  • You have read, understand, and hereby agree to be legally bound by these Terms of Use;

  • Any information you provide in maintaining your account is accurate, complete, and is yours or within your right to use;

  • If you are accessing MWL in your capacity as an executive, employee, consultant, or agent of a company, then you acknowledge that your consent to these Terms of Use is sufficient to bind both you and that company to these Terms of Use; and

  • You understand that these Terms of Use constitutes a contract even though it is electronic and is not physically signed.

If you do not agree with these Terms of Use, or you cannot abide by the representations set forth above and elsewhere in these Terms of Use, then you must not accept these Terms of Use and must not use MWL.

MWL reserves the right to modify these Terms of Use at any time and to add additional terms and conditions related to specific content accessible through MWL.  You can review the current Terms of Use on the MWL website.  You agree to be bound by any such revisions and you agree to periodically visit this page to determine the then-current Terms of Use to which you are bound.  Your continued access or use of the Service will constitute your acceptance of the revised Terms of Use.
2. DESCRIPTION OF SERVICE  
MWL is a cloud based SaaS platform that provides an innovative video and document repository for a dynamic learning experience.  The MWL Portal streams up to four camera angles simultaneously to capture every aspect of a product, procedure or technique.  Each video is accompanied by supporting materials, ensuring access to not only the visual demonstration, but also relevant documentation and resources. Our platform is designed to deliver our customers’ video content and related documentation to users, on-demand, through our online and mobile app platforms. 
3. USER CONDUCT 

3.1 Username and Password.  You must have a unique username and password to access MWL.  You are solely responsible for: (a) the security and/or use of your username and password; (b) not disclosing your username and password to any person or entity; (c) not permitting any other person or entity to use your username and password; and (d) any violations of these Terms of Use.  You must notify MWL immediately of any unauthorized use of your username or password or any other breach of security or misuse of the Services.
3.2 Transfer Restrictions.  Use of MWL is restricted to the users as identified by our customer partners. If you are assigned a username and password by a MWL customer and that access is later revoked, your username and password will be removed and not assigned to anyone else, and you must cease accessing MWL under the username and password assigned to you.
3.3 Use Restrictions.  You must not and must not allow any other person to do or attempt to do any of the following: (a) use MWL or any portion of MWL for any unlawful purpose; (b) market, sublicense, publish, distribute, lend, transfer, or otherwise make MWL or any components or output from MWL available to any third party; (c) alter, maintain, enhance, modify, or create derivatives of MWL; (d) remove any trademark, copyright, or proprietary notices or use any meta tags or other ‘hidden text’ or framing techniques in connection with MWL’s and/or its customers names or trademarks; (e) decompile, disassemble or otherwise reverse engineer the user interface design, workflow, or features of MWL, or any software contained therein, or use any similar means to attempt to discover the source code or trade secrets in MWL; (f) use MWL as a substitute for the medical judgment of a physician or qualified healthcare provider; (g) use MWL to provide service bureau, time sharing, or other computer services to third parties; (h) circumvent any technological measures that control access to MWL or violate the security of MWL; (i) post, transmit, distribute, or infect MWL with viruses, trojan horses, worms, time bombs, or other destructive functionality; (j) use MWL in any nuclear, aviation, mass transit, life support, or any other inherently dangerous manner; (k) use MWL in any manner that violates the rights of MWL’s and/or its customers; (l) use screen scrapers, content miners, robots, spiders, web extractors, or any other automated means to access MWL; (m) use MWL to benefit any party other than you; or (n) reproduce, copy, duplicate, alter, enhance, or otherwise modify MWL or MWL's content or make derivative works based on MWL or MWL's customer content, including but not limited to building a competitive product or service or building a product or service using similar ideas, features, functions, or graphics of MWL. 
3.4 No Competitors.  You cannot access MWL for the purpose of competing with MWL or MWL’s customers.  You must not permit or attempt to permit any competitor of MWL’s customer or any unauthorized third party to access, view, interact with, evaluate, or otherwise use MWL, whether on behalf of you or any third party in order to acquire information, formulate methods, techniques, processes, know-how or data for competitive purposes.
3.5 Interactive Areas.  MWL may provide areas in the portal where you or others or both may post messages or transmit communications or comments on MWL or MWL Customer related topics.  MWL may restrict access to these Interactive Areas.  MWL may, but is under no obligation to, review, record, use, monitor, block, edit, or remove any communications and materials posted in the Interactive Areas.  MWL does not endorse, represent, or warrant any statements by you or any other user in any Interactive Areas, and these statements do not necessarily reflect the views of MWL or its affiliates.  You represent and warrant that you will not use any Interactive Area for any purpose that is unlawful or prohibited by these Terms of Use. In addition, you represent and warrant that you will not post any ePHI or identifiers to the Interactive Areas.
3.6 Confidentiality.  Confidential Information” means all information and data regarding MWL or MWL’s customers that is identified as confidential and proprietary or that you should reasonably know is confidential.  You must not disclose Confidential Information to third parties and must protect any Confidential Information with the same degree of care as you use to protect your own confidential information, but in no event less than a reasonable degree of care.  You represent and warrant that you will not use, reveal, relay, expose, make known, or provide any Confidential Information you receive through MWL.
3.7 Compliance with Laws.  In using MWL, you must comply at all times with all applicable laws, rules, and regulations.

4. SECURITY
4.1 Security Protections.  
We follow generally accepted technical, physical, and administrative safeguards and standards to protect the personal information submitted to us, both during transmission and once it is received.  MWL uses security measures understood in the industry to be adequate to protect the transmission of sensitive information. MWL uses server authentication to protect data in MWL.
4.2 Protection of Patient Data and Personal Health Information. Both MWL and MWL’s customers acknowledge their respective obligations to maintain the security and confidentiality of individually identifiable health information, and agree to comply with applicable federal and state health information confidentiality laws and regulations including, as applicable, the HIPAA Standards for Privacy of Individually Identifiable Health Information, Title 45 of the U.S. Code of Federal Regulations, Parts 160 and 164. Specifically, our customers agree not to provide any such personal information, including name or other personally identifiable trait of patient to MWL.  MWL has not been designed to accept or store ePHI (Electronic Protected Health Information).  MWL makes no representations or warranties that all ePHI will be successfully blocked. MWL’s customers are responsible for approval of all content before it is made accessible via the Portal, and as such, it is their responsibility to ensure that ePHI is not submitted to MWL.  If MWL discovers that ePHI has been submitted to MWL, MWL will delete the ePHI from MWL.
4.3 Security Procedures for Breach.  MWL will promptly notify you of any suspected unauthorized activity or security breach affecting your account and will use commercially reasonable efforts to restore security to your account.  Each party is solely responsible for the preservation, privacy, and security of data in its possession, including data in transmissions received from the other party.  If either party receives from the other, data that the party knows or reasonably should know is not intended for it, the receiving party will immediately notify the sender to arrange for its return, retransmission, or destruction, as the other party directs.
 
5. INTELLECTUAL PROPERTY
5.1 Feedback and Output. 
From time-to-time, MWL may seek or you may offer comments, input, or ideas regarding your use of MWL or MWL's features and functionality generally (“Feedback”).  We welcome your Feedback regarding MWL and encourage you to use all the functions available in MWL.  Any Feedback that you give to us (either oral or written) is MWL’s exclusive property.  Your submission of any Feedback constitutes an assignment to MWL of all rights, title, and interest in all copyrights or intellectual property rights related to that Feedback. MWL may use, distribute, manipulate, disclose, publish, or reproduce any Feedback related to your use of MWL, without notice or compensation to you.
5.2 Marks.  You must not remove, alter, deface, obscure, or otherwise modify any of MWL’s Marks that are displayed, whether those MWL Marks are displayed or otherwise rendered by software or on printed media.  In addition, you must not adopt or otherwise use any Marks containing confusingly similar names, designs, or other indicia to MWL’s Marks nor dilute MWL’s Marks in any manner.  “Marks” means all proprietary indicia, trademarks, trade names, symbols, logos, or brand names MWL adopts to identify MWL, its products, or any related parties.
5.3 IP Rights.  MWL retains title and all other ownership and proprietary rights in and to its IP Rights, and any and all derivative works based on the IP Rights.  This ownership and IP Rights include any and all rights in and to patents, trademarks, copyrights, and trade secret rights.  The IP Rights are not "work made for hire" within the meaning of U.S. Copyright Act 17 U.S.C. Section 101.  You must not copy or reproduce all or any part of the IP Rights, whether electronically, mechanically, or otherwise, in any form including, but not limited to, the copying of data, presentation, style, or organization.  “IP Rights” means MWL and all source code, object code, documentation (whether electronic, printed, written or otherwise), working papers, non-client data, programs, diagrams, models, drawings, flow charts, and research (whether in tangible or intangible form or in written or machine-readable form), and all techniques, processes, inventions, knowledge, know-how, trade secrets (whether in tangible or intangible form or in written or machine-readable form), developed or provided MWL.
6. COPYRIGHT COMPLAINTS AND NOTICES
We respect the intellectual property rights of others and will respond to notices of alleged copyright infringement or other general notices if they comply with the law and are properly provided to us.  Pursuant to the Digital Millennium Copyright Act of 1998, 17 U.S.C. 512(c) (2), our designated agent for notice of alleged copyright infringement in connection with the Service or the MWL site is:

Med World Live, Inc.
Charlotte, NC 28273
9401 Southern Pine Blvd., Suite N
Attn: Legal

To file a notice of infringement with MWL, 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 website.
7. MAINTENANCE
MWL’s systems periodically require scheduled maintenance, preventative maintenance, and emergency maintenance work. During these periods of maintenance, our application may be unavailable. MWL will use commercially reasonable efforts to notify you of any maintenance that will impact your access to MWL. Emergency maintenance work may occur outside of MWL’s standard maintenance windows, with or without prior notice to you.MWL’s standard maintenance windows are Saturday 12:00 AM - 6:00 AM and Sunday 12:00 AM - 6:00 AM EST.
8. MWL CHANGES
8.1 MWL Updates.  MWL will provide you with any developed MWL updates that are released to the general MWL user base, including bug fixes, patches, or revisions to update or correct any known error in MWL.  MWL may make these updates with or without notice to you.  MWL will use commercially reasonable efforts to give you notice of MWL updates that will materially impact your use of MWL.  Once MWL has issued an update, you must use the updated version.
8.2 MWL Upgrades. From time-to-time, MWL may offer upgrades including significant developments and modifications to MWL that substantially increase its features, functionality, or value.  These MWL upgrades may be made available to you at an additional fee.  You are not obligated to purchase any new MWL upgrades and not all MWL upgrades will require an additional fee.
9. MWL DATA ANALYTICS
9.1 MWL Data Analytics.  MWL captures click-based data, including usernames and interactions with videos and all ancillary data.
9.2 MWL Reporting.MWL shares the captured data analytics exclusively with our business partners including the owners of the video content and portal licensees.  We do not share user data with any entities outside of these partners.
10. LIMITATION OF LIABILITY
10.1 Exclusions from Liability. IN NO EVENT WILL MWL BE LIABLE FOR ANY DAMAGES OR COSTS INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR OR ANY PERSON'S USE OF, OR INABILITY TO USE, MWL.  MWL HAS NO LIABILITY TO YOU OR ANY THIRD PARTY FOR: MWL'S UNAVAILABILITY CAUSED BY CIRCUMSTANCES REASONABLY OUTSIDE OF MWL'S CONTROL (INCLUDING BUT NOT LIMITED TO ACTIONS OF THIRD PARTIES, DENIAL OF SERVICE ATTACKS, OR SYSTEM PERFORMANCE ISSUES CAUSED BY UNANTICIPATED SPIKES IN USAGE); TECHNICAL PROBLEMS WITH MWL; DELAYS IN CONNECTION TIME; SECURITY BREACHES (INCLUDING VIRUSES OR OTHER HARMFUL COMPONENTS); LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, SERVICE INTERRUPTIONS, OR OTHER TECHNICAL ERRORS; TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS THAT COULD CAUSE LOSS, CORRUPTION, OR FAILURE OF DATA OR INFORMATION; ANY UPDATES, UPGRADES, OR DISCONTINUATION OF MWL OR ITS COMPONENTS OR THE CONTINUITY OF ANY FEATURES BETWEEN VARIOUS RELEASES; PROVIDING DATA OR INFORMATION THROUGH MWL THAT WILL RESULT IN ACTUAL SAVINGS OR THAT WILL MEET AGENCY'S REQUIREMENTS OR EXPECTATIONS; IDENTIFYING INCORRECT DATA OR INFORMATION PROVIDED ON OR THROUGH MWL; COMPLETING ANY REQUESTS FOR INFORMATION OR DATA WITHIN ANY PARTICULAR TIME PERIOD; OR LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY OR LACK OF ANY INFORMATION, DATA, CONTENT, PRODUCT, RESULTS, PROCESSES, PERFORMANCE, OR SERVICES MADE AVAILABLE ON, THROUGH, OR IN CONNECTION WITH MWL.
10.2 Liability Disclaimer. THE INFORMATION CONTAINED WITHIN MWL IS INTENDED FOR USE ONLY BY HEALTHCARE PROFESSIONALS WHO SHOULD RELY ON THEIR CLINICAL AND OPERATIONAL DISCRETION AND JUDGMENT. YOU HEREBY ASSUME FULL RESPONSIBILITY FOR CONFIRMING THE APPROPRIATENESS OF USING AND RELYING UPON THE CONTENT PROVIDED VIA MWL ON BEHALF OF OUR CUSTOMERS. MWL SHALL HAVE NO LIABILITY FOR ANY INJURY AND/OR DAMAGE TO PERSONS OR PROPERTY AS A RESULT OF YOUR USE OF THE SERVICES, OR FROM ANY USE OR OPERATION OF ANY IDEAS, INSTRUCTIONS< METHODS< PRODUCTS, OR PROCEDURES CONTAINED IN THE PORTAL.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. TO THE EXTENT THOSE EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH IN THESE TERMS OF USE MAY NOT APPLY TO YOU.
11. INDEMNIFICATION
You agree to defend, indemnify, and hold MWL, its affiliates, subsidiaries, directors, officers, employees, agents, partners, customers, and licensors harmless from any liabilities, costs, damages (including reasonable attorney's fees), claims or demands relating to or arising from: (a) any content you submit, post, transmit, or otherwise make available through MWL; (b) your use of MWL; (c) any violation by you of these Terms of Use or any applicable laws, rules, or regulations; (d) any violation by you of any agreement between you and another party (including patients, customers, and employees); (e) your provision of services to another party (including patients, customers, and employees); or (e) your violation of any rights of another. This obligation will survive the termination or expiration of these Terms of Use and your use of MWL. 
12. TERM AND TERMINATION
12.1 Term.  The term of these Terms of Use (“Term”) commences upon your acceptance of these Terms of Use and, subject to Section 12.2 and 12.3 below, terminates when your agreement with MWL expires or otherwise terminates.
12.2 Your Right to Terminate.  You may terminate your access and use of MWL at any time.  MWL will deactivate your account as per your written request.
12.3 MWL's Right to Terminate.  MWL may immediately terminate the Agreement if, in its discretion, it determines that you are violating these Terms of Use or you are taking or facilitating any action that puts MWL, its customers, its systems, or its data at risk in any manner.
12.4 Effect of Termination.  Upon termination, MWL will disable your username and password.  You must not attempt to access or use MWL or represent in any form that you have access to MWL.  Termination of these Terms of Use does not affect any claim arising prior to the termination. 
13. ASSIGNMENT AND SUCCESSORS
MWL may assign any of its rights or obligations under these Terms of Use.  You may not assign any of your rights or obligations under these Terms of Use without MWL's prior written consent, and any purported assignment by you without MWL's prior written consent is void.  Subject to the previous sentence, these Terms of Use will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns.
14. NOTICES; Electronic Communications
By registering for MWL and accepting these Terms of Use, you consent to receiving and we reserve the right to send you communications or information regarding the MWL, including but not limited to (i) notices about your use of the MWL, including any notices concerning violations of use, (ii) updates, and (iii) promotional information and materials regarding our products and services, via electronic mail.  In the event that we send such communications, you will have the opportunity to opt-out of receiving future messages.  Any questions, comments, or legal notices regarding these Terms of Use or MWL must be sent by a mail delivery system that can be tracked to the following address: Med World Live, Attn: Legal Department, 9401 Southern Pine Blvd., Suite N, Charlotte, NC 28273.  You can also direct questions or comments to the following e-mail address: support@medworldlive.com.
15ENTIRE AGREEMENT
MWL is governed by these Terms of Use together with any additional documents specifically referenced in these Terms of Use or entered into between the parties in writing specifically referencing these Terms of Use (collectively, the “Agreement”).  The Agreement supersedes all previous communications, representations, or agreements between MWL and you regarding your use of MWL.  If any portion of the Agreement is deemed unenforceable, that portion will be enforced to the maximum extent possible.  The unaffected portions of the Agreement will be given full effect.  The following order of precedence will govern the interpretation of any conflicting provisions or terms, with “(1)” taking precedence and then continuing in that order: (1) any executed agreement specifically referencing these Terms of Use; (2) the Terms of Use; (3) any executed agreement specifically referenced in these Terms of Use; and (4) any other documents executed and entered into between the parties in writing.
16. FORCE MAJEURE
You acknowledge and agree that we will not be liable to you for our delay or failure to perform hereunder due to circumstances beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet or other service disruptions involving hardware, software or power systems not within our possession or reasonable control, and denial of service attacks (“Force Majeure Event”).
17. SURVIVING PROVISIONS
Sections 3.6 (Confidentiality), 5 (Intellectual Property), 10 (Limitation of Liability), 11 (Indemnification), and 17 (Surviving Provisions) will survive any termination or expiration of the Agreement and continue in full force and effect. 
 18. THIRD-PARTY CONTENT
MWL may contain content provided to MWL by third parties (each, a “Third-Party Provider”).  Third-Party Providers may retain independent intellectual property ownership rights in such third-party content. Use of MWL requires you to accept all terms and conditions passed through from Third-Party Providers.  To the maximum extent permitted by applicable law, the software provided by the Third-Party Provider hereunder is provided "as is" without any condition or warranty whatsoever by the Third-Party Provider.  The entire risk associated with the installation and use of the software resides with you.  All other conditions or warranties, either express or implied, are disclaimed, including, without limitation, the implied conditions or warranties of merchantability, ownership and fitness for a particular purpose.  The Third-Party Provider will not be liable for any indirect, incidental, consequential, special or other damages.
 19. AUTHORIZATION
By utilizing the services, you represent and warrant that you have the requisite organizational authority and full power to accept the Terms of Use stated above.


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Food World Live Terms of Use 

Visitors’ (hereinafter referred to as “you” and “your”) access to and use of the Food World Live portal (hereinafter referred to as "FWL", "Portal", “Service”, “Us”, and "We") is subject to the following Terms of Use and all applicable laws. By clicking “Agree” you acknowledge that you have read the Terms of Use set forth below and agree to abide by and be bound to these Terms of Use.
For purposes of these Terms of Use, “you” means both you, as an individual, and the company you represent.

 

 1. ACCEPTANCE OF TERMS OF USE

These Terms of Use constitutes a legal agreement that governs your ongoing use of and access to FWL.  You must accept these Terms of Use before you may access or use FWL.  You accept the terms of the Terms of Use by: (a) clicking to accept or agree where such option is made available to you; or (b) using or accessing the Service.

  • By accepting these Terms of Use, or by accessing or using FWL, you represent and warrant the following:
  • You are at least 18 years old and have the legal capacity to be bound by these Terms of Use;

  • You have read, understand, and hereby agree to be legally bound by these Terms of Use;

  • Any information you provide in maintaining your account is accurate, complete, and is yours or within your right to use;

  • If you are accessing FWL in your capacity as an executive, employee, consultant, or agent of a company, then you acknowledge that your consent to these Terms of Use is sufficient to bind both you and that company to these Terms of Use; and

  • You understand that these Terms of Use constitutes a contract even though it is electronic and is not physically signed.

If you do not agree with these Terms of Use, or you cannot abide by the representations set forth above and elsewhere in these Terms of Use, then you must not accept these Terms of Use and must not use FWL.
 
FWL reserves the right to modify these Terms of Use at any time and to add additional terms and conditions related to specific content accessible through FWL.  You can review the current Terms of Use on the FWL website.  You agree to be bound by any such revisions and you agree to periodically visit this page to determine the then-current Terms of Use to which you are bound.  Your continued access or use of the Service will constitute your acceptance of the revised Terms of Use.
2. 
DESCRIPTION OF SERVICE
The FWL Service is a cloud based SaaS platform that provides an innovative video and document repository for a dynamic learning experience.  The FWL Portal streams up to four camera angles simultaneously to capture every aspect of a product, procedure or technique.  Each video is accompanied by supporting materials, ensuring access to not only the visual demonstration, but also relevant documentation and resources. Our platform is designed to deliver our customers’ video content and related documentation to users, on-demand, through our online and mobile app platforms.
3. USER CONDUCT 
3.1 Username and Password.  You must have a unique username and password to access FWL.  You are solely responsible for: (a) the security and/or use of your username and password; (b) not disclosing your username and password to any person or entity; (c) not permitting any other person or entity to use your username and password; and (d) any violations of these Terms of Use.  You must notify FWL immediately of any unauthorized use of your username or password or any other breach of security or misuse of the Services.
3.2 Transfer Restrictions.  Use of FWL is restricted to the users as identified by our customer partners. If you are assigned a username and password by a FWL customer and that access is later revoked, your username and password will be removed and not assigned to anyone else, and you must cease accessing FWL under the username and password assigned to you.
3.3 Use Restrictions.  You must not and must not allow any other person to do or attempt to do any of the following: (a) use FWL or any portion of FWL for any unlawful purpose; (b) market, sublicense, publish, distribute, lend, transfer, or otherwise make FWL or any components or output from FWL available to any third party; (c) alter, maintain, enhance, modify, or create derivatives of FWL; (d) remove any trademark, copyright, or proprietary notices or use any meta tags or other ‘hidden text’ or framing techniques in connection with FWL’s and/or its customers names or trademarks; (e) decompile, disassemble or otherwise reverse engineer the user interface design, workflow, or features of FWL, or any software contained therein, or use any similar means to attempt to discover the source code or trade secrets in FWL; (f) use FWL as a substitute for the judgment of a physician, nutrition expert, or qualified healthcare provider; (g) use FWL to provide service bureau, time sharing, or other computer services to third parties; (h) circumvent any technological measures that control access to FWL or violate the security of FWL; (i) post, transmit, distribute, or infect FWL with viruses, trojan horses, worms, time bombs, or other destructive functionality; (j) use FWL in any nuclear, aviation, mass transit, life support, or any other inherently dangerous manner; (k) use FWL in any manner that violates the rights of FWL’s and/or its customers; (l) use screen scrapers, content miners, robots, spiders, web extractors, or any other automated means to access FWL; (m) use FWL to benefit any party other than you; or (n) reproduce, copy, duplicate, alter, enhance, or otherwise modify FWL or FWL's content or make derivative works based on FWL or FWL's customer content, including but not limited to building a competitive product or service or building a product or service using similar ideas, features, functions, or graphics of FWL. 
3.4 No Competitors.  You cannot access FWL for the purpose of competing with FWL or FWL’s customers.  You must not permit or attempt to permit any competitor of FWL’s customer or any unauthorized third party to access, view, interact with, evaluate, or otherwise use FWL, whether on behalf of you or any third party in order to acquire information, formulate methods, techniques, processes, know-how or data for competitive purposes.
3.5 Interactive Areas.  FWL may provide areas in the portal where you or others or both may post messages or transmit communications or comments on FWL or FWL Customer related topics.  FWL may restrict access to these Interactive Areas.  FWL may, but is under no obligation to, review, record, use, monitor, block, edit, or remove any communications and materials posted in the Interactive Areas.  FWL does not endorse, represent, or warrant any statements by you or any other user in any Interactive Areas, and these statements do not necessarily reflect the views of FWL or its affiliates.  You represent and warrant that you will not use any Interactive Area for any purpose that is unlawful or prohibited by these Terms of Use. In addition, you represent and warrant that you will not post any electronic protected health information (ePHI) or identifiers to the Interactive Areas.
3.6 Confidentiality.  Confidential Information” means all information and data regarding FWL or FWL’s customers that is identified as confidential and proprietary or that you should reasonably know is confidential.  You must not disclose Confidential Information to third parties and must protect any Confidential Information with the same degree of care as you use to protect your own confidential information, but in no event less than a reasonable degree of care.  You represent and warrant that you will not use, reveal, relay, expose, make known, or provide any Confidential Information you receive through FWL.
3.7 Compliance with Laws.  In using FWL, you must comply at all times with all applicable laws, rules, and regulations.
4. 
SECURITY
4.1 Security Protections.  We follow generally accepted technical, physical, and administrative safeguards and standards to protect the personal information submitted to us, both during transmission and once it is received.  FWL uses security measures understood in the industry to be adequate to protect the transmission of sensitive information. FWL uses server authentication to protect data in FWL.
4.2 Protection of Patient Data and Personal Health Information. Both FWL and FWL’s customers acknowledge their respective obligations to maintain the security and confidentiality of individually identifiable health information, and agree to comply with applicable federal and state health information confidentiality laws and regulations including, as applicable, the HIPAA Standards for Privacy of Individually Identifiable Health Information, Title 45 of the U.S. Code of Federal Regulations, Parts 160 and 164. Specifically, our customers agree not to provide any such personal information, including name or other personally identifiable trait of patient to FWL.  FWL has not been designed to accept or store ePHI (Electronic Protected Health Information).  FWL makes no representations or warranties that all ePHI will be successfully blocked. FWL’s customers are responsible for approval of all content before it is made accessible via the Portal, and as such, it is their responsibility to ensure that ePHI is not submitted to FWL.  If FWL discovers that ePHI has been submitted to FWL, FWL will delete the ePHI from FWL.
4.3 Security Procedures for Breach.  FWL will promptly notify you of any suspected unauthorized activity or security breach affecting your account and will use commercially reasonable efforts to restore security to your account.  Each party is solely responsible for the preservation, privacy, and security of data in its possession, including data in transmissions received from the other party.  If either party receives from the other, data that the party knows or reasonably should know is not intended for it, the receiving party will immediately notify the sender to arrange for its return, retransmission, or destruction, as the other party directs.
5. 
INTELLECTUAL PROPERTY
5.1 Feedback and Output. 
From time-to-time, FWL may seek or you may offer comments, input, or ideas regarding your use of FWL or FWL's features and functionality generally (“Feedback”).  We welcome your Feedback regarding FWL and encourage you to use all the functions available in FWL.  Any Feedback that you give to us (either oral or written) is FWL’s exclusive property.  Your submission of any Feedback constitutes an assignment to FWL of all rights, title, and interest in all copyrights or intellectual property rights related to that Feedback. FWL may use, distribute, manipulate, disclose, publish, or reproduce any Feedback related to your use of FWL, without notice or compensation to you.
5.2 Marks.  You must not remove, alter, deface, obscure, or otherwise modify any of FWL’s Marks that are displayed, whether those FWL Marks are displayed or otherwise rendered by software or on printed media.  In addition, you must not adopt or otherwise use any Marks containing confusingly similar names, designs, or other indicia to FWL’s Marks nor dilute FWL’s Marks in any manner.  “Marks” means all proprietary indicia, trademarks, trade names, symbols, logos, or brand names FWL adopts to identify FWL, its products, or any related parties.
5.3 IP Rights.  FWL retains title and all other ownership and proprietary rights in and to its IP Rights, and any and all derivative works based on the IP Rights.  This ownership and IP Rights include any and all rights in and to patents, trademarks, copyrights, and trade secret rights.  The IP Rights are not "work made for hire" within the meaning of U.S. Copyright Act 17 U.S.C. Section 101.  You must not copy or reproduce all or any part of the IP Rights, whether electronically, mechanically, or otherwise, in any form including, but not limited to, the copying of data, presentation, style, or organization.  “IP Rights” means FWL and all source code, object code, documentation (whether electronic, printed, written or otherwise), working papers, non-client data, programs, diagrams, models, drawings, flow charts, and research (whether in tangible or intangible form or in written or machine-readable form), and all techniques, processes, inventions, knowledge, know-how, trade secrets (whether in tangible or intangible form or in written or machine-readable form), developed or provided by FWL.

6. COPYRIGHT COMPLAINTS AND NOTICES
We respect the intellectual property rights of others and will respond to notices of alleged copyright infringement or other general notices if they comply with the law and are properly provided to us.  Pursuant to the Digital Millennium Copyright Act of 1998, 17 U.S.C. 512(c) (2), our designated agent for notice of alleged copyright infringement in connection with the Service or the FWL site is:
 
Food World Live, Inc.
Attn: Legal
9401 Southern Pine Blvd., Suite N
Charlotte, NC 28273
 
To file a notice of infringement with FWL, 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 website.
7. 
MAINTENANCE
FWL’s systems periodically require scheduled maintenance, preventative maintenance, and emergency maintenance work.During these periods of maintenance, our application may be unavailable.FWL will use commercially reasonable efforts to notify you of any maintenance that will impact your access to FWL.Emergency maintenance work may occur outside of FWL’s standard maintenance windows, with or without prior notice to you.FWL’s standard maintenance windows are Saturday 12:00 AM - 6:00 AM and Sunday 12:00 AM - 6:00 AM EST.
8. FWL CHANGES
8.1 FWL Updates.  FWL will provide you with any developed FWL updates that are released to the general FWL user base, including bug fixes, patches, or revisions to update or correct any known error in FWL.  FWL may make these updates with or without notice to you.  FWL will use commercially reasonable efforts to give you notice of FWL updates that will materially impact your use of FWL.  Once FWL has issued an update, you must use the updated version.
8.2 FWL Upgrades. From time-to-time, FWL may offer upgrades including significant developments and modifications to FWL that substantially increase its features, functionality, or value.  These FWL upgrades may be made available to you at an additional fee.  You are not obligated to purchase any new FWL upgrades and not all FWL upgrades will require an additional fee.
9. 
FWL DATA ANALYTICS
9.1 FWL Data Analytics.  FWL captures click-based data, including usernames and interactions with videos and all ancillary data.
9.2 FWL Reporting.FWL shares the captured data analytics exclusively with our business partners including the owners of the video content and portal licensees.  We do not share user data with any entities outside of these partners.

10. LIMITATION OF LIABILITY
10.1 Exclusions from Liability. IN NO EVENT WILL FWL BE LIABLE FOR ANY DAMAGES OR COSTS INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR OR ANY PERSON'S USE OF, OR INABILITY TO USE, FWL.  FWL HAS NO LIABILITY TO YOU OR ANY THIRD PARTY FOR: FWL'S UNAVAILABILITY CAUSED BY CIRCUMSTANCES REASONABLY OUTSIDE OF FWL'S CONTROL (INCLUDING BUT NOT LIMITED TO ACTIONS OF THIRD PARTIES, DENIAL OF SERVICE ATTACKS, OR SYSTEM PERFORMANCE ISSUES CAUSED BY UNANTICIPATED SPIKES IN USAGE); TECHNICAL PROBLEMS WITH FWL; DELAYS IN CONNECTION TIME; SECURITY BREACHES (INCLUDING VIRUSES OR OTHER HARMFUL COMPONENTS); LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, SERVICE INTERRUPTIONS, OR OTHER TECHNICAL ERRORS; TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS THAT COULD CAUSE LOSS, CORRUPTION, OR FAILURE OF DATA OR INFORMATION; ANY UPDATES, UPGRADES, OR DISCONTINUATION OF FWL OR ITS COMPONENTS OR THE CONTINUITY OF ANY FEATURES BETWEEN VARIOUS RELEASES; PROVIDING DATA OR INFORMATION THROUGH FWL THAT WILL RESULT IN ACTUAL SAVINGS OR THAT WILL MEET AGENCY'S REQUIREMENTS OR EXPECTATIONS; IDENTIFYING INCORRECT DATA OR INFORMATION PROVIDED ON OR THROUGH FWL; COMPLETING ANY REQUESTS FOR INFORMATION OR DATA WITHIN ANY PARTICULAR TIME PERIOD; OR LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY OR LACK OF ANY INFORMATION, DATA, CONTENT, PRODUCT, RESULTS, PROCESSES, PERFORMANCE, OR SERVICES MADE AVAILABLE ON, THROUGH, OR IN CONNECTION WITH FWL.
11. INDEMNIFICATION
You agree to defend, indemnify, and hold FWL, its affiliates, subsidiaries, directors, officers, employees, agents, partners, customers, and licensors harmless from any liabilities, costs, damages (including reasonable attorney's fees), claims or demands relating to or arising from: (a) any content you submit, post, transmit, or otherwise make available through FWL; (b) your use of FWL; (c) any violation by you of these Terms of Use or any applicable laws, rules, or regulations; (d) any violation by you of any agreement between you and another party (including customers, representatives and employees); (e) your provision of services to another party (including customers, representatives and employees); or (e) your violation of any rights of another. This obligation will survive the termination or expiration of these Terms of Use and your use of FWL.
12. TERM AND TERMINATION
12.1 Term.  The term of these Terms of Use (“Term”) commences upon your acceptance of these Terms of Use and, subject to Section 12.2 and 12.3 below, terminates when your agreement with FWL expires or otherwise terminates.
12.2 Your Right to Terminate.  You may terminate your access and use of FWL at any time.  FWL will deactivate your account as per your written request.
12.3 FWL's Right to Terminate.  FWL may immediately terminate the Agreement if, in its discretion, it determines that you are violating these Terms of Use or you are taking or facilitating any action that puts FWL, its customers, its systems, or its data at risk in any manner.
12.4 Effect of Termination.  Upon termination, FWL will disable your username and password.  You must not attempt to access or use FWL or represent in any form that you have access to FWL.  Termination of these Terms of Use does not affect any claim arising prior to the termination.

13. ASSIGNMENT AND SUCCESSORS
FWL may assign any of its rights or obligations under these Terms of Use.  You may not assign any of your rights or obligations under these Terms of Use without FWL's prior written consent, and any purported assignment by you without FWL's prior written consent is void. Subject to the previous sentence, these Terms of Use will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns.
14. NOTICES; Electronic Communications
By registering for FWL and accepting these Terms of Use, you consent to receiving and we reserve the right to send you communications or information regarding the FWL, including but not limited to (i) notices about your use of the FWL, including any notices concerning violations of use, (ii) updates, and (iii) promotional information and materials regarding our products and services, via electronic mail.  In the event that we send such communications, you will have the opportunity to opt-out of receiving future messages.  Any questions, comments, or legal notices regarding these Terms of Use or FWL must be sent by a mail delivery system that can be tracked to the following address: Food World Live, Attn: Legal Department, 9401 Southern Pine Blvd., Suite N, Charlotte, NC 28273.  You can also direct questions or comments to the following e-mail address: support@Foodworldlive.com.
15. ENTIRE AGREEMENT
FWL is governed by these Terms of Use together with any additional documents specifically referenced in these Terms of Use or entered into between the parties in writing specifically referencing these Terms of Use (collectively, the “Agreement”).  The Agreement supersedes all previous communications, representations, or agreements between FWL and you regarding your use of FWL.  If any portion of the Agreement is deemed unenforceable, that portion will be enforced to the maximum extent possible.  The unaffected portions of the Agreement will be given full effect.  The following order of precedence will govern the interpretation of any conflicting provisions or terms, with “(1)” taking precedence and then continuing in that order: (1) any executed agreement specifically referencing these Terms of Use; (2) the Terms of Use; (3) any executed agreement specifically referenced in these Terms of Use; and (4) any other documents executed and entered into between the parties in writing.
16. FORCE MAJEURE
You acknowledge and agree that we will not be liable to you for our delay or failure to perform hereunder due to circumstances beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet or other service disruptions involving hardware, software or power systems not within our possession or reasonable control, and denial of service attacks (“Force Majeure Event”).
17. SURVIVING PROVISIONS
Sections 3.6 (Confidentiality), 5 (Intellectual Property), 10 (Limitation of Liability), 11 (Indemnification), and 17 (Surviving Provisions) will survive any termination or expiration of the Agreement and continue in full force and effect. 
18. THIRD-PARTY CONTENT
FWL may contain content provided to FWL by third parties (each, a “Third-Party Provider”).  Third-Party Providers may retain independent intellectual property ownership rights in such third-party content. Use of FWL requires you to accept all terms and conditions passed through from Third-Party Providers.  To the maximum extent permitted by applicable law, the software provided by the Third-Party Provider hereunder is provided "as is" without any condition or warranty whatsoever by the Third-Party Provider.  The entire risk associated with the installation and use of the software resides with you.  All other conditions or warranties, either express or implied, are disclaimed, including, without limitation, the implied conditions or warranties of merchantability, ownership and fitness for a particular purpose.  The Third-Party Provider will not be liable for any indirect, incidental, consequential, special or other damages.
19. AUTHORIZATION
By clicking “Agree” you represent and warrant that you have the requisite organizational authority and full power to accept the Terms of Use stated above.


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