TERMS OF USE END USER AGREEMENT
Ultragroup Module

THIS IS A BINDING AGREEMENT between UltraGroup Ventures, LLC (“UG” “we,” “us,” or “our”) and any person (“You” or “Your”) who accesses or uses any tools, education modules, derivatives, reports generated using any tools, and other information and/or materials (collectively, “UG Materials”) accessible through the website located at http://www.hometownhealthonline.com/, https://hthu.net/, and/or any related web pages (collectively, the “Site”).

BY CLICKING THE “PURCHASE” OR “ENROLL” BUTTON OR BY ACCESSING OR USING THE UG MATERIALS, YOU EXPRESSLY AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE “PURCHASE” OR “ENROLL” BUTTON AND YOU MAY NOT ACCESS OR USE THE UG MATERIALS.

You understand and agree that the UG Materials may be modified, changed or eliminated at any time in the sole discretion of UG. THE UG MATERIALS ARE FURNISHED BY UG AND ACCEPTED BY YOU “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER. UG DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THE UG MATERIALS OR RESULTS OR OUTPUT DERIVED THEREFROM, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES REGARDING QUALITY, ACCURACY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, SUITABILITY, COMPATIBILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), EACH OF WHICH IS HEREBY EXPRESSLY EXCLUDED BY AGREEMENT OF THE PARTIES. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO UG EMPLOYEE OR AGENT IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS THE WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT. YOUR USE AND USE BY ANY THIRD PARTY WITH WHOM YOU SHARE ANY OF UG MATERIALS IS AT YOUR OWN RISK. YOU MAY NOT RELY ON THE UG MATERIALS IN DIAGNOSIS OR TREATMENT OF ANY INDIVIDUAL OR FORMULATION OF ANY HEALTHCARE ADVICE. YOU ACKNOWLEDGE AND AGREE THAT UG HAS NO OBLIGATION FOR STORING OR MAINTAINING ANY INFORMATION YOU SUBMIT TO OR THROUGH THE SITE. You agree that UG will not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Site and will not be responsible or liable for any health care treatment decisions or diagnostic decisions made based on such information.

Intellectual Property Rights Notice.

All of the UG Materials represent valuable proprietary and intellectual property of UG or its licensors and is the sole property of UG and its licensors. The UG Materials are copyrighted by UG for the private use of UG and its permitted users. UG owns copyright in the selection, coordination, arrangement, and enhancement of UG Materials, as well as in the content original to the same. Such UG Materials, content and information is protected by any and all applicable international, federal, and state laws, rules, orders and regulations relating to intellectual or proprietary property. You agree not to reproduce, distribute, display, revise, create derivatives of, copy, publish, sell, participate in the transfer or sale of, license, transmit, modify, edit or in any way exploit, in whole or in part, the UG Materials or any content or information thereof. Any attempt to download, print, publish or maintain a significant portion of the UG Materials, to distribute copies, or to otherwise exploit the UG Materials, information or content in violation of the intellectual property or proprietary rights of UG is strictly prohibited. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend, copyright or other proprietary notice shall be made. You acknowledge that You do not, and will not, acquire any ownership rights by downloading or receiving copyrighted material.

Unless otherwise indicated, trademarks that appear on the UG Materials are trademarks of UG or its affiliates.

User Provided Content.

You may be allowed to submit content or information relating to the UG Materials, from time to time (“User Content”). You transfer to UG all intellectual property rights You may have or maintain in any User Content, and You agree that UG will have a royalty-free, perpetual, irrevocable, transferable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, sell, perform and display such User Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You warrant You have all rights necessary or appropriate to disclose such User Content and post it to the Site, and that submitting the User Content will not violate the rights of any third party, including, without, limitation any proprietary or privacy rights. In the event that by operation of law or otherwise, You or any third party may have or claim any right, title, or interest in any UG Materials (whether in existence as of the date of Your approval of this Agreement or later developed), You hereby assign to UG, and agree to cause the effective assignment to UG of all such right, title, and interest, and shall take all such steps as UG requests (including, without limitation, the execution of assignments and other documents as requested by UG) to effect, enable, confirm, or record such assignment.

You agree You will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, without permission of the owner of such rights. DO NOT SUBMIT ANY PHI IN VIOLATION OF ANY APPLICABLE LAW.

Protected Health Information.

Notwithstanding any agreement to the contrary, You agree not to disclose PHI to UG. You agree not to provide UG with or otherwise disclose or submit PHI to UG unless either (i) You have obtained all authorizations and consents under applicable laws and regulations, and/or (ii) UG has agreed to serve as Your Business Associate (as defined under 45 CFR §160.103) and You are bound by the terms of UG’s standard Business Associate Agreement. UG will own all intellectual property rights in all enhancements and improvements to the UG Materials and services that result from any permitted disclosure and use of de-identified PHI. PHI or Protected Health Information means Protected Health Information as defined under 45 CFR § 160.103.

Medical Treatment Responsibility.

UG does not warrant that the UG Materials (or access to the foregoing) will be uninterrupted or error free. WITHOUT IN ANY WAY LIMITING THE EFFECT OF ANY OTHER DISCLAIMER IN THIS AGREEMENT, THE FOLLOWING ADDITIONAL DISCLAIMERS ARE APPLICABLE WITH RESPECT TO UG MATERIALS: YOU ACKNOWLEDGE AND AGREE THAT UG PROVIDES NO MEDICAL ADVICE AND YOU ARE SOLELY RESPONSIBLE FOR THE USE OF ANY UG MATERIALS AND THAT A LICENSED MEDICAL PROFESSIONAL IS RESPONSIBLE FOR INDEPENDENTLY REACHING ANY MEDICAL JUDGMENT, AND FOR ANY RESULTING DIAGNOSIS AND TREATMENTS, NOTWITHSTANDING ANY USE OF THE UG MATERIALS. YOU AGREE THAT, IF YOU ARE NOT A LICENSED MEDICAL PROFESSIONAL QUALIFIED TO EXERCISE MEDICAL JUDGMENT, YOU ACCEPT SOLE AND ABSOLUTE RESPONSIBILITY FOR IDENTIFYING AND CONTRACTING WITH A LICENSED MEDICAL PROFESSIONAL AND OBTAINING APPROPRIATE TREATMENT AND CARE FROM SUCH MEDICAL PROFESSIONAL USING HIS OR HER INDEPENDENT MEDICAL JUDGMENT. UG assumes no responsibility for any of the foregoing.

Use Of The UG Materials Generally.

You agree not to use the UG Materials for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the proceeding sentence and by way of example, You agree that You will not:

  1. Intentionally or unintentionally violate any applicable local, state, national or international law;
  2. Link, “frame” or “mirror” any UG Materials contained on or accessible from the Site without the prior written approval of UG or its licensors, as may be appropriate;
  3. Duplicate, modify, adapt, distribute externally, disassemble, decompile, or translate the UG Materials or any portion thereof;
  4. Reverse engineer or derive source code of, disassemble, decompile, or reverse engineer the UG Materials or any portion thereof.

You agree to:

  1. Comply with all notices, instructions and rules posted related to UG Materials;
  2. Implement all Internet access and all security procedures required to use the UG Materials at Your sole expense;
  3. Take any and all applicable administrative, physical and technical safeguards to protect the security of the electronic exchange of UG Materials;
  4. To be solely responsible for maintaining the security and privacy of any user identifications, passwords or other credentials provided for use of the UG Materials (collectively, “Credentials”), and not to disclose such Credentials to any third party or otherwise permit a third party to use such Credentials;
  5. To notify UG immediately in writing in the event of any compromise of the privacy or security of Your Credentials, if You become aware of any unauthorized use of the UG Materials through use of Your Credentials or other need to deactivate Your Credentials due to security concerns;
  6. You are responsible for maintaining the strict confidentiality of Your Credentials and for any charges, expenses, damages, or losses incurred or suffered as a result of Your failure to do so;
  7. Your use of the UG Materials may be monitored by UG;
  8. You will not attempt, directly or indirectly, to defeat any security measures established by UG;
  9. You will be solely responsible for the security, confidentiality and integrity of all UG Materials, messages and content that you receive, transmit through or submit on the Site, and solely responsible for any authorized or unauthorized access to the UG Materials through use of Your Credentials by any person;
  10. Upon termination of this Agreement or at any other time upon UG’s request, destroy (or return, if directed by UG) all UG Materials in Your possession or in the possession of any individual or entity that received such UG Materials, directly or indirectly, from You.

Termination.

UG may terminate this Agreement and/or Your access to or use of the UG Materials at any time without penalty, with or without notice, and with or without cause.

Indemnity.

You agree to indemnify and hold harmless UG and its affiliates, licensors and suppliers, and their respective directors, officers, employees, agents and contractors, from all damages, injuries, liabilities, costs, fees, fines, penalties, and expenses (including, but not limited to, attorneys’ fees, legal and defense costs) arising directly or indirectly from or in any way related to (i) Your violation of this Terms of Use End User Agreement, (ii) use of the UG Materials by You and/or any individual or entity using Your user identification and/or to whom You disclose any UG Materials, (iii) all medical practice-related recommendations, (iv) damage to the UG Materials in connection with Your use of the Site and/or UG Materials and/or through or under Your Credentials; and/or (vi) any claims for personal injury or wrongful death by third parties alleging negligence by You or any individual or entity receiving UG Materials directly or indirectly from You. The indemnity obligations and any other of Your obligations which, by their nature may reasonably be inferred to survive, will survive termination of this Agreement.

Limitations.

NOTWITHSTANDING ANY AGREEMENT TO THE CONTRARY, UG WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE AND/OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST SAVINGS AND/OR LOST DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE OR UG MATERIALS OR THE USE THEREOF, EVEN IF UG IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; AND THE AGGREGATE LIABILITY OF UG FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE AND/OR ANY UG MATERIALS WILL IN NO EVENT EXCEED THE LESSER OF $1.00 OR THE AMOUNT YOU PAY TO UG FOR THE ITEM OR SERVICE TO WHICH THE CLAIM RELATES DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM IS ASSERTED. THE FOREGOING IS AN AGGREGATE LIMIT FOR ANY AND ALL CLAIMS. THIS LIMITATION OF LIABILITY AND THE DISCLAIMERS SET FORTH ABOVE ARE INDEPENDENT OF ANY REMEDIES SET FORTH HEREIN AND WILL SURVIVE AND APPLY EVEN IF SUCH REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

Special Admonitions For International Use.

You agree not to access the UG Materials from outside of the United States unless approved in writing by an authorized officer of UG. You agree not to export any UG Materials outside of the United States. You agree to comply with all local rules regarding online conduct, health information and the content made available via the Site.

Use Of The UG Materials Not For Resale.

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the UG Materials, use of or access to the UG Materials or any content or materials made available thereon.

Additional Features.

Additional terms and conditions may apply for Your use of certain features of the Site and/or certain portions of the UG Materials. Some of the features or functionality of the Site may require You to have third party software installed on the equipment You use to access the Site. You are solely responsible to obtain and maintain all rights and licenses to third party software and equipment necessary to utilize such features and functionality.

Modifications.

This Terms of Use End User Agreement may change. UG reserves the right, in its sole discretion, to update or modify This Terms of Use End User Agreement at any time without prior notice. Your use of the UG Materials following any such change constitutes Your agreement to be bound by the modified Terms of Use End User Agreement. You agree to review this Terms of Use End User Agreement prior to each use of the UG Materials.

Severability.

In the event any of the provisions of this Terms of Use End User Agreement are held unenforceable or invalid by a court of competent jurisdiction, those provisions shall be deemed severed from the applicable agreement, and the remaining provisions thereof shall remain in full force and effect.

Waiver.

Failure of any party to enforce, in any one or more instances, any of the provisions herein shall not be construed as a waiver of the future performance of any such terms or conditions. No consent to a breach of any express or implied term of this Terms of Use End User Agreement or any other notice, directive, or rule otherwise posted on the Site shall constitute a consent to any prior or subsequent breach.

Choice of Law.

This Terms of Use End User Agreement will be governed by the laws of the Commonwealth of Virginia, without regard to conflicts of laws principles. In the event of any dispute relating to the UG Materials, You agree and consent to the personal jurisdiction of the courts of the United States District Court for the Eastern District of Virginia, and the Virginia courts sitting in Henrico County, Virginia, and You agree that such courts will be the exclusive venue for any legal action initiated by You relating to the UG Materials.

Injunctive Relief.

You agree that any use or disclosure of the UG Materials in breach of this Agreement or any violation of UG’s intellectual property rights may cause irreparable damage to UG, for which remedies other than injunctive relief may be inadequate. In the event of any breach or threatened breach of this Agreement by You or any third party that receives any UG Materials directly or indirectly from You, You agree that UG will be entitled to injunctive or other equitable relief to restrain the alleged breach or violation, without any requirement for posting of any bond.

No Third-Party Beneficiaries.

Nothing in this Agreement is creates any rights in, or confers any benefits upon, any person or entity other than You, UG and UG’s affiliates, licensors and suppliers, and their respective directors, officers, employees, agents and contractors. This Agreement may not be assigned by You without prior written consent of an authorized officer of UG.