License Agreement

Welcome to Nutrive Inc. We are excited to offer you (also referred to as “Provider(s)”) access to  our digital Platform, the Nutrive Online Application (“Nutrive App,” “App,” and “Platform”).  Please read these Patient Participation Terms and Conditions of Use (the “Agreement” and  “Patient Participation Terms and Conditions”) carefully, as it sets forth the terms and conditions  of your contract with Nutrive Inc., a Delaware corporation (“Nutrive Inc.,” “Nutrive,” “us,”  “we,” and “our”).  

Patients are indirect users, meaning they will have access to the Platform’s programming  interface, which will enable Providers to interact with patients (“Patients”) seeking nutrition services (“Professional Health Services”). The Platform is how patients may connect with Providers and other appropriately licensed professionals to receive services for digestive issues.  The Platform also is a method of sharing educational materials and scheduling resources for all Patients.  

Patients are bound to these Patient Participation Terms and Conditions. Patients who choose to receive Professional Health Services from a Provider through the Platform and form a provider patient relationship with the Provider are referred to as Patients for the terms of this Agreement.  

This Agreement is a legal document. The terms and conditions discussed here apply to the App.  Providers choose to offer Professional Health Services to Patients. Patients must pay a fee for the  use of the Platform (“Use Fee”). The Platform connects the Patient with a Provider and provides  Professional Health Services and support over the internet (“Online Services”) between the  Provider and the Patient.  

When you register with the Platform as a Patient, you acknowledge and are bound to the terms  and conditions of this Agreement. You also acknowledge that you understand and agree to the  terms of this Patient Participation Terms and Conditions of Use Agreement. 

1 Acceptance and Agreement to Be Bound 
(a) This Agreement forms a legally binding contract between you and Company for  your access to, registration, and use of the Platform Service (defined below). You  represent and warrant that you have the right and authority to bind yourself to this  Agreement. You further represent and warrant that you agree that all information  you submit to Company is true and accurate. 
(b) By using the Platform, you agree to allow Company to collect, use, and disclose  your information. Company may change these Patient Participation Terms and  Conditions without advance notice, and your continued use of the Platform  signifies that you agree to be bound by any changes. We will provide you with any  changes to this Agreement. 
(c) This Agreement governs your access to and use of the Platform. By accessing or  using the Platform, you agree to be bound by this Agreement. You may use the  Platform only if you can form a binding contract with us and only in compliance  with these Patient Participation Terms and Conditions, as well as all applicable  local, state, national, and international laws, rules, and regulations. 

2 The Platform and Professional Health Services 
(a) If you have any concerns about any condition, diagnosis, or treatment, you should contact your physician or other licensed healthcare providers. If you experience a  medical emergency during Professional Health Services, the Provider will  immediately call 911 and support you locating assistance. 
(b) If you have any concerns about a Provider, please contact us immediately by  sending an email to nanda@nutrive.health. We will evaluate your issue on a case by case basis. At our sole discretion, we may take steps to resolve any issue, including but not limited to helping you find a new Provider.  
(c) We offer the Platform, which connects potential Patients to Providers offering  Professional Health Services. Professional Health Services means nutrition  services provided by a licensed nutritionist for personalized daily support using  video calls, messaging, the App for accelerated food trigger identification,  personalized ingredients & recipes, bowel control training, direct flare-up support,  symptom logging and tracking services.  
(d) The Platform offers a digital platform to connect Patients seeking Professional  Health Services to Providers offering those services and ancillary services thereto.  Collectively, these services will be called, “Platform Service.” Once a Patient is  connected with a Provider, which the Platform will facilitate, the appropriately  licensed Provider may offer the new Patient Professional Health Services. The Platform itself does not provide or render Professional Health Services. The  Platform Service that Company provides is a digital platform to connect people  seeking Professional Health Services with Providers who offer such Professional  Health Services and other educational tools and information. Company is a  conduit between Patients and Providers but does not engage in rendering  Professional Health Services. 
(e) Each Provider has independently chosen to be listed on the Platform and are  licensees and authorized users of Company’ property. The Providers are  independently licensed and insured, and any issue, warranty, or claim by a Patient must be directly addressed to the respective Provider. 

3 Provider Independence and Responsibilities  
(a) To help you better understand the relationship between you and the Provider, the  Provider’s responsibilities and duties are described below.  
(b) The advice of any Provider listed on the Platform is independently and exclusively  the advice of the Provider. Any information or opinion expressed by any Provider listed on the Platform is independently and exclusively the information or opinion  of the Provider. Company does not endorse any advice, opinion, course of  treatment, products, medications, devices, or additional professional or wellness  information that a Provider on the Platform may give or recommend.  
(c) Providers are solely responsible for providing Professional Health Services in a  way that is compliant with all Federal, State, and local laws.  
(d) Providers are responsible for maintaining the confidentiality of Protected Health  Information (“PHI”) to the extent that the Health Insurance Portability Act  (“HIPAA”) applies. 
(e) Providers are solely responsible for ensuring that Professional Health Services do  not constitute the unlicensed practice of Professional Health Services in any  jurisdiction in which a Provider is not licensed and in good standing as a provider  of Professional Health Services. 
 (f) Providers are solely responsible for determining whether the Patient is an  appropriate candidate for Professional Health Services. Professional Health  Services have limitations that are unique to the nature of Professional Health  Services, and it is up to you to determine whether using the App would be an  appropriate modality for Professional Health Services for the Patient.  
(g) If the Provider provides Professional Health Services to minors under the age of  18, the Provider is solely responsible for obtaining proper consent from the minor’s parents or legal guardian. 

4 The Platform Does Not Provide Medical Advice 
(a) The Platform maintains and provides content for informational and educational  purposes only. This includes the entirety of the App (including text, images, videos,  and blogs), Company social media, Company websites, and any information  obtained from Company licensors or third parties, and the logos, images, software,  videos, text, graphics, photos, sounds, music, audiovisual combinations,  interactive features, collections and other materials you may view on, access  through, or contribute to the Platform Service. This information is collectively  referred to as the Platform’s “Content.” 

5 Conduct, Prohibited Countries, and the US States 
(a) You expressly agree not to deceive, harass, stalk, harm, or exploit any other users;  distribute spam; collect or record information about Platform users; or advertise or  solicit others to purchase any product or service on the Platform or on any other  Company product. Company reserves the right but does not have an obligation to  monitor all conduct (but not your confidential Patient sessions) on the Platform. 
(b) The Platform Service that Company provides is not open to individuals who live  in countries prohibited by law, regulation, treaty, or administrative act from  entering into trade relations with the US or any US state. It is solely your  responsibility to determine if you may lawfully use the Platform in any particular  country or jurisdiction. Company makes no guarantees or assurances regarding  any Subscriber’s authorization to use the Platform Service. 
(c) To access the Platform Services provided by Company, Providers must reside in  the United States or one of its territories. It is solely your responsibility to  determine if you satisfy this condition. 

6 License Grant and Permitted Use 
(a) Unless otherwise expressly stated, Company or its licensors owns all the Platform and Platform Content. The United States, worldwide copyright laws, and treaty  provisions protect the Company Site. 
(b) So long as you comply with this Agreement and subject to the Patient Participation  Terms and Conditions, Company hereby grants you a limited, personal, non exclusive, and non-transferable license to use the Platform and Registration for as  long as your Registration remains active (collectively referred to as “License  Grant”). 

‍7 Account Registration and Security 
(a) To access some of the Platform Content and to have a profile listed on the  Platform, you must create an account (“Sign-Up”). You must also create an  account to access the Platform Service.  
(b) When you complete the steps required for Sign-Up, you agree to supply truthful  and complete information and update it if it changes. By providing information  about yourself, you warrant that you are over 18 years of age and that you are of  legal age to form a binding contract. If you provide any untruthful or incomplete  information, or if Company reasonably suspects such, Company may suspend or  terminate your account and Registration and refuse your future use of the Content  or the Platform Service. 
(c) You are solely responsible for your own account activity and agree to maintain  your own secure password and not use anyone other person’s password or login  credentials. You further agree not to share or sell your password or login with  anyone else. 
(d) Please immediately alert Company to any unauthorized use of your account,  password, username, email, or other breaches of security. 

8 Platform Services 
(a) Registration. Registration is the process that allows Patients to be matched with a  Provider through the Platform Service and to access Professional Health Services (“Registration”). 
(b) Fees. The Platform charges a Use Fee for Patient users. You agree to all fees  associated with the use of the Platform and any fees for professional services  rendered by the Platform’s Providers.  
(c) Changes. Company may change, modify, add, remove, suspend, cancel, or  discontinue any of its tiers, including the functionality, content, and availability of  any Service features in the sole discretion of Company consistent with this Patient  Participation Terms and Conditions of Use. You will be notified of any changes. Your continued use of Company after any such changes, modifications, additions,  removals, suspensions, cancellations, or discontinued services demonstrates your  consent to them. 
(d) Billing. BY PURCHASING SERVICES OFFERED BY COMPANY  THROUGH THE APP, YOU AGREE TO PAY ANY FEES ASSOCIATED  WITH THOSE SERVICES. THE FEE WILL AUTOMATICALLY BE  CHARGED TO YOUR PREFERRED PAYMENT METHOD. YOU AGREE  Patient Participation Terms and Conditions of Use | 5 | Page THAT YOUR CREDIT CARD WILL BE AUTOMATICALLY CHARGED  THE FEE ALONG WITH APPLICABLE TAXES UNTIL YOU CANCEL  YOUR SERVICE. IF YOUR PAYMENT METHOD FAILS AND YOU DO  NOT PAY OR DO NOT PAY ON TIME, COMPANY MAY CANCEL OR  SUSPEND YOUR ACCOUNT. 
(e) Taxes. Any fee and the Use Fee are exclusive of value-added, goods and devices,  sales, or other tax. You are solely responsible for such payment and compliance  with such taxes. 
(f) Payment Methods. The payment can be made with a credit card through a third party vendor integrated into Company (“Payment Processor”). Payment  processing services for the Use Fees are provided by a Payment Processor and are  subject to its Third-Party Terms of Service (“Payment Processor Terms of  Service”). By agreeing to these terms or continuing to obtain use of the Platform  Services and Professional Health Services, you agree to be bound by the Payment  Processor Terms of Service, as the same may be modified by the Payment  Processor from time to time. As a condition of Company enabling payment  processing services through the Payment Processor, you agree to provide  Company accurate and complete information about you and your business, and  you authorize Company to share it and transaction information related to your use  of the payment processing services provided by the Payment Processor. (
g) Authorization. By providing payment information to us, you grant the Payment  Processor and us your consent and authorization for your credit card to be charged  for any Fee for the continuing use of the Service. All overdraft, chargebacks, and  bank fees are your sole responsibility. (h) Notice of Fee Increase. Company will provide you with notice of a User Fee increase  prior to you being billed. By continuing to use the Service, you agree to be charged  the increased User Fee.  
(i) Cancellation and No Refund. You can cancel your Service at any time by notifying  Company. You will maintain your access to the Service through the end of the  month for which you have already paid. However, you will lose access to the  Service on the first calendar day of the month following your cancelation request.  Company does not offer refunds. 
(j) Termination. Company, at its sole discretion, may terminate your use of the Online  Service or Platform at any time and for any reason without notice for any conduct  which violates this Agreement. You agree that if your use of the Services is  terminated under this Agreement, you will not attempt to use the Platform or  Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will, to the fullest extent permitted by law,  indemnify and hold Company harmless from any liability that Company may  incur, therefore. 

9 Acceptable Use  
(a) You acknowledge and agree that Company (i) is the owner (or has the rights of an  owner) of all worldwide right to, title to, and interest in the Platform, regardless of  the format in which it is expressed; and (ii) shall be the exclusive owner of all  worldwide right to, title to, and interest in any modifications, customization,  variations, or adaptations of the Platform based on or substantially similar to the  Platform. 
(b) You shall use reasonable means to ensure, through proper instructions and  enforcement actions, that access to and use of the Platform by you will be under  the terms of this Agreement and will be made and used solely for proper and legal  purposes and will be conducted in a manner that does not violate any law, rule or  regulation, or the rights of any third party.  
(c) Use of the Platform is subject to all terms and conditions of this Agreement,  including Company’ acceptable use policies. You shall not (i) use, permit the use  of, or permit access the Platform except in accordance with the terms of this  Agreement; (ii) modify, translate, reverse engineer, decompile, disassemble, or  attempt to derive or alter any source code of the Platform; (iii) engage in, permit  or suffer to continue any unauthorized copying of the Platform; (iv) distribute,  sublicense, sell, assign, transfer, rent, lease, pledge, encumber, disclose to any  unauthorized third party, or otherwise allow any unauthorized third party to view,  the Platform, or make any attempt to do so; (v) alter, remove, obscure or hinder  delivery of any copyright, disclaimer, or proprietary or intellectual property rights  notices appearing in the Platform; (vi) take any action compromising, or that has  the possibility of compromising, the enjoyment and use the Platform by any other  customer; or (vii) take any action compromising, or that has the potential of  compromising, Company’ rights in the Platform. 

10 Security and Privacy 
(a) The information exchanged on the Platform is subject to the Health Insurance  Portability and Accountability Act (“HIPAA”). If you use, provide, transmit,  store, or disclose PHI in connection with the App, the Services, or the Content,  you agree to indemnify Company against any damages, losses, liabilities,  judgments, costs, or expenses (including reasonable attorney's fees and costs)  arising out such use, provision, transmission, storage, or disclosure of PHI.  
(b) The Platform incorporates a mechanism for verifying your identity by asking for formal identification information. For participation on the Platform, you must  offer information to confirm your identity.  
(c) We have implemented commercially reasonable measures and administrative,  technical, and physical safeguards to protect sensitive information stored in the  Company database. However, our Platform’s technical offerings are based on  several factors that exist outside of the Company’s control. As such, Company cannot guarantee service will be uninterrupted, timely, or secure. 
(d) Company works to comply with all applicable laws that concern the privacy of  online communications. By using the Platform, however, you acknowledge that  the internet is neither more nor less secure than other communications media,  including mail, facsimile, and telephone services, all of which can be intercepted  and otherwise compromised. As a matter of prudence, you are urged to assume  that all internet communications are not secure.  

11 Consent to Electronic Communications and Information You Provide 
(a) By providing Company with your contact information, you consent to receive  unencrypted and unsecured email communication. You agree that any notices,  agreements, disclosures, or other communications that Company provides to you  by email satisfy any legal communication requirements. By signing this agreement,  you agree to us using your personally identifiable information for marketing,  communications, messaging, scheduling, feedback, and other related purposes and  contacting you through push notifications.  
(b) Company has the right, but not the duty, to monitor your use of the Platform,  including any information you provide. Any information you send to Company by email may be misdirected or intercepted by unintended recipients, and thus it  may not constitute a confidential medium of communication. If you have  confidentiality concerns, please consider using an alternative communication  mode and do not transmit any sensitive or confidential information to us via email.  
(c) By using communicating through the Platform’s communication methods, you  agree that Company is not responsible for the privacy of any email or other  electronic messages. Company does not warrant the confidentiality or security of  any email transmission and you recognize such messages may not be secure.  
(d) You are responsible for all information you send through the Platform. This means  that you agree not to transmit information that is illegal, threatening, libelous,  defamatory, obscene, ethnically or racially offensive or discriminatory, profane,  invades the privacy of another person, or any other information that violates any  law or confidentiality agreement. Company may edit, delete, modify, ban such information, and take necessary legal action. 

12 Submissions of Information 
(a) Do not send Company any ideas, suggestions, materials, concepts, or other  information (collectively “Information”) relating to the Platform. If you violate  this policy and send Information to Company, that Information will become the  property of Company. This means that Company will have unrestricted use of it  for its personal and commercial purposes. Company will not compensate you and  will not be liable to you or any other information provider. 
(b) If you send Information to Company, you agree: (i) to waive your rights in any  Information; (ii) to warrant that it is original to you; (iii) that you have the right to  submit it to Company; and (iv) that you have no recourse against Company for  any alleged or actual infringement or misappropriation of any proprietary right in  any Information. 
(c) You further agree not to: (i) transmit any Information that contains any viruses or  other computer programming routines that may damage, interfere with, intercept,  or take any system, data, or personal information; (ii) impose an unreasonably  large amount of Information on the Platform or otherwise interfere with or inhibit  any other user from using or enjoying the Platform; (iii) transmit any  advertisements, solicitations, chain letters, pyramid schemes, investment  opportunities, or other unsolicited commercial communications; (iv) access, use,  or copy any portion of the Platform using automated mechanisms, such as bots,  spiders, scrapers, web crawlers, or indexing agents; or (v) impersonate another  person or allow any other person or entity to use your identification for interacting  on Company’ social media. 

13 Intellectual Property 
(a) Except as provided in the License Grant, you may not copy, reproduce, modify,  use, republish, upload, post, transmit, or distribute any of the Platform, including  any trademarks, names, or logo, and you may not redeliver or present any of the  pages, text, images, or the Content using “framing” technology, nor systematically  retrieve data, information, or the Content to create a collection, compilation,  database, or directory. Company reserves all rights not expressly granted. 
(b) Except as expressly outlined in this Agreement, you shall not do any of the  following: (i) modify, reformat, or translate the Content, (ii) license, sell, rent,  lease, transfer, assign, distribute, offer, or otherwise commercially exploit the  Content, or any portion thereof; (iii) use the Content in any manner that allows  any person to access the Content other than as expressly provided for in this  Agreement; or (iv) continue to use any Content after the termination of this Agreement. 

14 Operation of the Platform 
(a) Company makes all reasonable efforts to keep the Platform operational and  available for access on a 24-hour-a-day, seven-day-a-week basis. This is  occasionally subject to scheduled downtime for maintenance purposes,  unscheduled maintenance, and systems outages. 
(b) Company, however, does not provide any assurance or warranty that: (i) access  will always be available; (ii) service will be uninterrupted; (iii) its operation will be  error-free; (iv) defects will be corrected; or (v) the servers that operate the Platform  are free from viruses or other harmful components. 
(c) You agree to assume the entire cost of all servicing, repair, or correction to your  property arising from your use. 

15 Limitation of Liability 
(a) Company assumes no responsibility for any act or omission of you or any Provider.  We encourage you to do your own research. 
(b) Under no circumstances will Company, its employees, officers, directors,  shareholders, or agents be held liable for any indirect, consequential, or punitive  damages relative to the Professional Health Services provided by any Provider accessed through the Platform greater than $1,000. Providers featured on the  Platform are independently licensed and insured, and any issue, warranty, or claim  by a Patient, must directly address the respective Provider. 
(c) ALL INFORMATION IN THIS PLATFORM IS PROVIDED ON A  REGISTRATION BASIS AND IS PROVIDED ON AN “AS IS” BASIS. ACCORDINGLY, COMPANY MAKES NO REPRESENTATIONS, AND  NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, WITH  RESPECT TO THE CONTENT OR OTHERWISE REGARDING THE  PLATFORM OR ANY LINKED WEBSITE. TO THE FULL EXTENT  PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES  (EXPRESS OR IMPLIED), INCLUDING BUT NOT LIMITED TO  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR  PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY GIVES NO  WARRANTY AS TO THE ACCURACY, RELIABILITY, COMPLETENESS,  CURRENTNESS, TIMELINESS, OR AVAILABILITY OF THE PLATFORM OR THE CONTENT OR OF ANY LINKED WEBSITE. 
(d) By using the Platform, you signify that you assume the risk of accessing and using the information it provides. We do not guarantee the accuracy of information  provided on the Platform and are not responsible for any errors or omissions in the  information provided. 
(e) Company is not responsible for Patient’s damage or loss. You agree that Company is not responsible to you or others for any loss or damages that result from your  use (or non-use) of the Platform or any linked third-party website. This loss or  damage includes, but is not limited to, direct, indirect, special, consequential,  compensatory damage, incidental damage, lost profits or data, damages to your  computer resulting from viruses, loss of or damage to other property, claims of  third parties, or copying or display of the Platform or its contents. Company is not  responsible, regardless of whether Company has been advised or knew or should  have known of the possibility of such damages or claims. Your sole and exclusive  remedy against Company is to stop using the Platform. 

16 No Warranty or Guarantee of Outcome 
(a) COMPANY MAKES NO GUARANTEE AND NO WARRANTY THAT  YOU WILL HAVE ANY SPECIFIC RESULT. FURTHER, COMPANY MAKES NO GUARANTEE, AND NO WARRANTY THAT THE  PLATFORM WILL OPERATE UNINTERRUPTED AND ERROR-FREE. 

17 Indemnification for Your Use of the Platform
(a) Neither Company, nor any licensors, affiliates, subsidiaries or parent companies,  nor any respective officers, members, managers, directors, employees, or agents  will be liable for any damages including, but not limited to, indirect; incidental;  consequential; special; exemplary; or punitive damages greater than $1,000.  Unless otherwise prohibited by law, in no event shall Company nor any licensors,  affiliates, subsidiaries or parent companies, nor any respective officers, directors,  employees, or agents will be liable for any special, indirect, or consequential  damages, or damages whatsoever resulting from loss of use or data, whether in an  action of contract, negligence, or other tortious action, arising out of or in  connection with the use of the Platform or the Platform Service greater than  $1,000. Your sole and exclusive remedy for dissatisfaction with the Platform  Service is to stop using the Platform and Platform Service. Company provides no  indemnification of any kind. 
(b) You will indemnify Company from any suit or proceeding made or brought against  Company by a third-party for claims related to your use of any portion of the  Platform, Platform Service, or Professional Health Services. 

18 Links to Third-Party Websites 
(a) Company may provide links to third-party websites and the Platform may occasionally provide links to third-party websites. By clicking on these links, you  agree that Company is not responsible and does control any information on these  websites. Third-party websites are unrelated to, and not maintained by Company. 
(b) By clicking on such links, you agree that Company is not responsible for their  content, regardless of whether your access is provided by Company or by another  third-party. Company does not warrant the accuracy, timeliness, or suitability of  the content of any third-party website. 
(c) By providing a link to a third-party website, Company does not endorse that linked  websites’ products or services, nor does it endorse the third-party website’s  sponsoring organization. Your sole and exclusive remedy for claims arising from  any such third-party products or services is against the third-party provider and not  Company. 
(d) Third-party websites may provide links to Company’s Platform. Company hereby  grants third-party websites the limited right to link to its Website. This limited  license does not grant the right to “framing” of the Content or grant any other  activity that could create a misimpression or confusion among users with respect  to sponsorship or affiliation. 

19 No Assignment 
(a) The Patient Participation Terms and Conditions and licenses may not be  transferred or assigned by you to anyone but may be assigned by us without  restriction. 

20 Applicable Law and Enforcement of Patient Participation Terms and Conditions 
(a) The laws of the state of California, without affecting its principles of conflicts of  law, govern all adversarial proceedings arising out of this Agreement. If a  Subscriber of Platform takes legal action against us relating to these Patient  Participation Terms and Conditions or relating to the Subscriber’s interactions  with or relationship to Company relating to the Platform, that Subscriber agrees to  file such action only in the state and federal courts located in California. 
(b) By using the Platform, you agree that: (i) if any provision of this agreement is held  to be unenforceable, then that provision will be modified to the minimum extent  necessary to make it enforceable, unless that modification is not permitted by law,  in which case that provision will be disregarded; (ii) that if an unenforceable  provision is modified or disregarded under this paragraph, then the rest of this  Agreement will remain in effect as written; and (iii) that any unenforceable  provision will remain as written in any circumstances other than those in which  the provision is held to be unenforceable.
‍(c) No waiver of any privacy policy or this Agreement shall be effective unless in  writing and signed by an authorized representative of Company. No such waiver  shall be deemed a further or continuing waiver of such term or any other term or  condition of use.  
(d) Unless later agreed to between the parties, this Agreement constitutes the entire  agreement between you and Company related to your use of the Platform. It does  not create any relationship between you and Company that is not contemplated in  these policies. 

   
(a) Company may amend or update these Patient Participation Terms and  Conditions, the Content, or the Platform Service at any time without prior notice.  If you use the Platform after any changes, you agree to be bound by the changes.