AGREEMENT TO THE TERMS

These Terms of Use (“Agreement”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and Diabeticu, Inc. (“Diabeticu,” “we,” “us,” or “our”), concerning your access to and use of the Diabeticu website and any other service, media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Services”). You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of the terms and conditions of this Agreement. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES, AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to this Agreement at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of this Agreement, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review this Agreement to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Agreement by your continued use of the Services after the date such revised Agreement are posted.

The information provided on the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Services. If you are a minor, you must have your parent or guardian read and agree to this Agreement prior to your using the Services.

INTELLECTUAL PROPERTY RIGHTS

• All content and materials available on the Services, including but not limited to text, graphics, logos, button icons, images, audio clips, data compilations, and software, are the property of Diabeticu or its content suppliers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
• You may not use, reproduce, distribute, modify, transmit, perform, display, publish, license, create derivative works from, transfer, or sell any information or content contained on the Services without the prior written consent of Diabeticu or the respective owners of the intellectual property.
• The Diabeticu name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Diabeticu or its affiliates or licensors. You may not use these trademarks without the prior written permission of Diabeticu.

USER REPRESENTATIONS AND WARRANTIES

By using the Services, you agree to the following representations and warranties:

1. Accuracy of Information: You hereby confirm that all registration information you provide during sign-up and throughout your usage of the Services will be true, accurate, current, and complete. You acknowledge that providing false, misleading, or incomplete information may lead to the suspension or termination of your account, and you may be denied access to the Services in the present or future.
2. Maintaining Accuracy: You commit to maintaining the accuracy of the provided information and promptly updating it whenever necessary to ensure it remains true, accurate, current, and complete.
3. Legal Capacity: By accessing the Services, you assert that you have the legal capacity and authority to enter into this Agreement and that you will comply with these Terms of Use. If you are accessing the Services on behalf of an entity, you also represent and warrant that you have the authority to bind that entity to these Terms of Use.
4. Age Requirement: You affirm that you are not under the age of 13. The Services are not intended for individuals under 13 years of age, and we do not knowingly collect personal information from such individuals. If you are under 13 years old, you are explicitly prohibited from using the Services.
5. Minor Consent: If you are considered a minor in the jurisdiction where you reside, you must have received parental permission to use the Services. Your parent or legal guardian must read and agree to these Terms of Use before you can use the Services.
6. Non-Automated Access: You agree not to access the Services through automated or non-human means, including bots, scripts, or any other automated methods. Furthermore, you will not interfere with or disrupt the Services, servers, or networks connected to the Services.
7. Lawful Use: You will utilize the Services solely for lawful and authorized purposes, and you commit to comply with all applicable laws, regulations, and policies while using the Services.
8. Compliance with Laws and Rights: Your use of the Services will not infringe upon any applicable law or regulation, nor will it violate the rights of any third party or breach any contractual or fiduciary relationships.
9. Accuracy of Information: Should you provide any information that is untrue, inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your account and deny any present or future access to the Services (or any part thereof).

By continuing to use the Services, you acknowledge and agree that any breach of these representations and warranties may lead to the termination or suspension of your access to the Services, and we retain the right to take appropriate legal action to enforce these representations and warranties to the fullest extent permitted by law.

USER REGISTRATION

In order to access certain features or services within the platform, you may need to complete a registration process. During registration, you will be required to create a username and password for your account. It is essential to keep your password confidential and secure.

You are solely responsible for all activities that occur under your account, and you must take necessary precautions to prevent unauthorized access to your account. If you suspect any unauthorized use or breach of security, you must promptly notify us.

We reserve the right, at our sole discretion, to remove, reclaim, or modify any username you choose if we believe that it is inappropriate, offensive, obscene, or otherwise objectionable. This measure ensures that usernames used within the platform maintain a certain standard and do not violate our community guidelines.

By completing the registration process, you acknowledge and agree to take responsibility for the confidentiality of your account details and to use your account in a manner consistent with our guidelines and policies.

ELIGIBILITY

To use our Services, you must be at least 18 years old. By accessing and using the Services, you confirm and guarantee that you meet the age requirement and possess the legal capacity to enter into these Terms & Conditions and comply with their provisions.

Additionally, we want to provide the best possible care to all our users. Considering the physiological sensitivity that accompanies pregnancy and the unique medical needs during this period, our Services are not suitable for individuals who are pregnant. Unfortunately, we are unable to offer collaborative care with physicians or other medical professionals for pregnant individuals at this time.

SUBSCRIPTIONS

Our app offers two levels of service: the free “Spark Subscription” and the more advanced “Ignite Subscription” which comes with additional features. The Ignite Subscription requires a subscription fee.

You are not obligated to become an Ignite Subscription user to access and use the app, as the Spark Subscription is available to everyone. However, please note that certain exclusive features, content, and resources are accessible only to Ignite Subscription users. Keep in mind that we reserve the right to modify or remove some features of the Spark Subscription without prior notice.

Regardless of whether you choose the Spark or Ignite Subscription, it’s important to understand that you are responsible for any associated charges and fees related to using the app. This includes costs for internet or mobile data usage, access to the Website and/or Mobile App, as well as any applicable taxes, service provider fees, and other charges.

SUBSCRIPTION MANAGEMENT: DIABETICU IGNITE AND SPARK SERVICES

• Subscription Fees and Charges

        (i) DiabeticU Ignite Subscription: As a user of our DiabeticU Ignite Subscription, you agree to pay the fixed and periodic charges, including any prepayment plan fees or recurring monthly fees, that you selected during the subscription process. Applicable taxes and additional charges related to accessing the Ignite Subscription may also apply.

(ii) DiabeticU Spark Subscription: Our DiabeticU Spark Subscription is available to all users free of charge, without the need for a subscription.

• Automatic Renewal

        For DiabeticU Ignite Subscribers: It will be automatically renewed for successive periods of the same duration you selected during your initial purchase, at the then-current non-promotional subscription rate. Your payment method will be charged or debited at the beginning of each renewal period. Your continued use of the paid features or non-cancellation of the Ignite Subscription will authorize us to charge you accordingly. If your payment method becomes invalid, your subscription may not renew, and your access will be downgraded to the DiabeticU Spark Subscription after your current billing cycle ends. Renewal charges will typically be the same as the previous period’s unless notified otherwise during the sign-up process or before the renewal period.

• Canceling Your DiabeticU Ignite Subscription

        You have the flexibility to cancel your DiabeticU Ignite Subscription at any time by contacting Customer Support through support@diabeticu.com or writing to DiabeticU, Inc., 8958 W State Rd 84 #140, Davie, FL 33324, Attn: Customer Support. We aim to process all cancellation requests within 72 hours. Fees or costs incurred before the cancellation will still apply, and your access to the Ignite Subscription will continue until the end of your current subscription period.

• Policy Modifications

        We reserve the right to update the terms related to fees, cancellation, and refund policies with reasonable notice. Such changes will be communicated through postings on the DiabeticU website or other suitable means, such as email or traditional mail. These modifications will apply to all new or renewed memberships after the implementation date.

USER ACCOUNT AND SECURITY

To access certain features of DiabeticU’s Services, you will need to complete a registration form. By doing so, you affirm that all the user information you provide on the registration form or in connection with the Services is accurate, current, and complete. As a registered user, you are responsible for maintaining the confidentiality of your account information. It is strictly prohibited to use the account or user name of another member.

If you suspect any unauthorized use of your account or any breach of security, such as loss, theft, or unauthorized disclosure of your or anyone else’s account information, you must notify us immediately. You are solely responsible for all activities that occur under your account, and we cannot be held liable for any losses incurred due to someone else using your account, with or without your knowledge. Furthermore, you may be held responsible for any losses incurred by DiabeticU or its affiliates due to unauthorized use of your account.

As a subscriber to our Ignite Subscription (DiabeticU Ignite), you agree to provide accurate and complete information during the subscription or sign-up process (“Subscription Data”) for identification and billing purposes. It is essential to keep this information up to date, and you are responsible for promptly updating it if any changes occur. Failure to provide accurate information or maintaining up-to-date Subscription Data may result in the suspension or termination of your account or subscription.

Each user is allowed only one account, and creating multiple accounts or misleading identities on our platform is strictly prohibited. If your registration or subscription is revoked for any reason, you may not register or subscribe again under different user names or through any other means. We reserve the right to terminate any new accounts you create if we suspect, at our sole discretion, that your previous account was terminated.

Please refer to our Privacy Policy and HIPAA Notice for more detailed information on the types of data we collect during your use of DiabeticU’s Ignite Subscription. It is your responsibility to ensure your Subscription Data is accurate and current, and we reserve the right to take appropriate actions if we find any information to be untrue, inaccurate, or incomplete.

CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM DIABETICU AND BUSINESS PARTNERS

• Legal Notices and Disclosures. By using DiabeticU’s Services, you agree to receive certain communications from us electronically. These may include important legal documents, such as these Terms & Conditions, Privacy Policy, HIPAA Notice, and any future changes to these documents. We may deliver these communications via email or by posting them on our Website and/or Mobile App. Please note that these communications are an integral part of the Services, and you cannot opt out of receiving them.
• Service Updates and Announcements. As part of your use of the Services, you may receive periodic electronic communications from DiabeticU regarding service updates, announcements, and information related to the Website and/or Mobile App. These communications are considered part of the Services, and you cannot opt out of receiving them.
• Promotional Messages. DiabeticU may also send you periodic promotions, special offers, or materials that we believe might be of interest to you. You have the option to opt out of receiving these promotional messages at any time. You can do so by either following the unsubscribe instructions provided in each message or adjusting your messaging preferences within your account settings.
• Withdrawing Your Consent. If you decide that you no longer wish to receive future electronic communications from DiabeticU, you can withdraw your consent by sending an email to support@diabeticu.com or a letter to DiabeticU, Inc., Attention: Customer Service, 8958 W State Rd 84 #140, Davie, FL 33324. Once we receive your withdrawal notice, your consent withdrawal will be effective within a reasonable time. Please note that your withdrawal of consent will not affect the legal validity or enforceability of any Terms you previously agreed to and electronically signed. However, if you choose to withdraw your consent, we may terminate your account and/or access to the Services (or any part thereof).

PUBLIC FORUMS AND MEMBER INFORMATION SHARING

• Definition of Public Forums. DiabeticU provides various features within the Services, such as chat, message boards, blogs, groups, emails, or instant messaging, collectively referred to as “Public Forums.” These Public Forums allow you to upload, submit, post, display, perform, distribute, and/or view User Content, as well as communicate, share, or exchange User Content with other members. Please note that communications in Public Forums are public and not private. You are solely responsible for the User Content you share through any Public Forum, and you are accountable for the consequences of such sharing.
• DiabeticU Groups. As a subscriber to our Ignite Subscription, you have the opportunity to participate in group discussions known as “DiabeticU Groups” with other Services users. These groups may be facilitated by designated individuals appointed by DiabeticU (“Facilitators”) and may also include a coach, who could be an employee, contractor of DiabeticU, personnel from an unaffiliated third-party service provider, or personnel from, or designated by, our Business Customer (“Coach”). DiabeticU Groups are Public Forums, and by engaging in these groups, you may receive electronic communications, including group chat messages and/or private messages from Coaches, Facilitators, and other members. While other group members can view your user ID and public profile, your email address remains private. If you prefer not to receive messages from other members, you can choose to opt out of a DiabeticU Group. Whether you share User Content via private messaging or group chat, it’s essential to adhere to our community standards and conduct guidelines at all times. You acknowledge that DiabeticU acts as a passive conduit for distributing User Content in the discussion forums and assumes no obligation or liability for any User Content or activity in any Public Forum. While we may monitor some areas of the Services, we do not have an obligation to review Content before it’s posted, nor do we endorse any User Content or activity. DiabeticU disclaims any responsibility or liability for information provided in Public Forums.
• Public Profile and Member Information. To join a DiabeticU Group or access similar services with Public Forums or member interactions, you may need to create public profiles containing identifying information, such as age, profile photos, and location. Members also have the option to post photographs, messages, videos, and other information on their public profiles. DiabeticU relies on its members to provide accurate and current information in their public profiles, and we cannot verify the details in each member’s public profile. Thus, we assume that information in member public profiles is current and accurate. DiabeticU does not represent or guarantee the currency or accuracy of public profile information and disclaims all responsibility and liability for any information provided by members through public profiles or in connection with their use of the Services.

LIMITED LICENSE TO USE DIABETICU SERVICES

In adherence to the Terms & Conditions, and upon timely payment of all applicable fees, DiabeticU grants you a non-exclusive, non-transferable, non-sublicensable, and fully revocable limited license to access and use our Services. This access can be through our Website or by downloading and installing the Mobile App, which includes any updates and bug fixes. Please note that this license is solely for your personal, non-commercial use.

The Services, or any part thereof, must not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without obtaining the express written consent of DiabeticU. Apart from the limited rights granted in this section, you are not permitted to (and should not encourage or assist any third party to): (i) modify, alter, tamper with, repair, or create derivative works of the Services or any software or technology used or distributed by DiabeticU to provide the Services; or (ii) reverse engineer, disassemble, or decompile the Services, or attempt to discover or recreate the source code for the Services.

RESTRICTIONS ON USE OF DIABETICU CONTENT

You acknowledge that our Services encompass a wide range of content, including information, software, photos, videos, text, graphics, music, sounds, feedback, ideas, recipes, articles, and other materials (collectively referred to as “Content”). All such Content is safeguarded by copyrights, patents, trademarks, trade secrets, and other proprietary rights, and these rights are valid and protected across all forms of media and technologies, both existing and future. DiabeticU holds a copyright in the selection, arrangement, coordination, and enhancement of this Content. Additionally, all trademarks visible on our Services belong to their respective owners, and the DiabeticU Marks represent the tradename and registered trademark and service mark of DiabeticU, Inc.

Please note that our commercial partners, suppliers, advertisers, sponsors, licensors, contractors, and other third parties may also possess additional proprietary rights in the Content they contribute to our Services. It is essential to understand that you are not permitted to modify, publish, transmit, distribute, perform, create derivative works, or in any way exploit any part of the Content, whether in whole or in part. Even when Content is downloaded to your devices, you do not acquire ownership of such Content. Any unauthorized modification or use of the Content, including the use of Content in printed form or on any other applications or networked computer environment, is strictly prohibited without obtaining our prior written consent.

In situations where we have reasonable and good faith belief that any Content is in violation of these Terms & Conditions, we reserve the right to suspend your use of the Services and/or remove or disable such Content. We will provide notice of any such suspension or disablement before its implementation, unless it is necessary to comply with legal requirements, regulations, orders, or to prevent imminent harm to the Services or any third party. In such cases, we will notify you of the suspension or disablement as soon as reasonably practicable, to the extent allowed by applicable law.

NUTRITIONAL DATA REPOSITORY AND USE DISCLAIMER

As part of DiabeticU’s Services, we maintain a comprehensive food database known as the “Food Database.” This database contains nutritional information contributed by both DiabeticU and its Services users. Users have the option to provide nutritional information to enrich the Food Database. However, it is important to note that the nutritional information available in the Food Database has not been evaluated by experts qualified to offer complete, accurate, or reliable information.

DiabeticU wants to emphasize the following points:

1. Accuracy of Nutritional Information: We do not guarantee the accuracy, completeness, or usefulness of any nutritional information available in the Food Database. It is essential to exercise caution when relying on such data for dietary decisions.
2. No Endorsement or Responsibility: DiabeticU does not endorse or take responsibility for the accuracy or reliability of any nutritional information contributed by users or any other content in the Food Database.
3. User Accountability: You, as a user of our Services, are solely responsible for ensuring the accuracy, completeness, and usefulness of any nutritional information you access or contribute to the Food Database.
4. Non-Commercial Use: The nutritional information in the Food Database is meant for personal, non-commercial use only. Reproduction, duplication, modification, sale, resale, distribution, or any other form of commercial exploitation of this data without DiabeticU’s express written consent is strictly prohibited.

Please exercise caution and use your best judgment when relying on nutritional information from the Food Database. DiabeticU will not be liable for any loss or damage resulting from your reliance on such information.

USER-GENERATED CONTENT POLICY

• Definition of User Content: “User Content” refers to any content, materials, or information uploaded, transmitted, or posted by you or other users through the Services. This includes, but is not limited to, text, graphics, photos, messages, nutritional information contributed to our food database, and other data shared on the platform, whether publicly posted or privately transmitted.
• Agreement and Compliance: When using our Services, you agree to respect the intellectual property rights of others and comply with all applicable laws. You must not upload, post, or distribute any content that violates third-party copyrights, trademarks, or other intellectual property or proprietary rights, or any applicable laws or regulations.

YOU ARE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF LAWS OR THIRD-PARTY RIGHTS RESULTING FROM YOUR USE OF THE SERVICES, AND YOU BEAR THE BURDEN OF PROVING THAT YOUR USER CONTENT COMPLIES WITH ALL RELEVANT LAWS AND DOES NOT INFRINGE ON THIRD-PARTY RIGHTS.

• Grant of License: By uploading or submitting User Content, you grant DiabeticU a royalty-free, perpetual, irrevocable, sublicensable, non-exclusive right and license to use, reproduce, modify, adapt, publish, transmit, distribute, create derivative works from, and display the User Content worldwide. This license allows DiabeticU to incorporate the User Content into other works, in any form, media, or technology, without any obligation to compensate you.

You represent and warrant that you own all rights to the User Content or have obtained the necessary authorization to grant the license to DiabeticU. You also acknowledge that DiabeticU has the right to access, read, preserve, and disclose any User Content as required by law or to enforce these Terms & Conditions.

• Content Management: DiabeticU reserves the right to remove, suspend, edit, or modify any User Content at any time and for any reason without notice. This includes cases where claims or allegations arise from third parties or authorities regarding the User Content or when there are concerns about potential violations of these Terms & Conditions. DiabeticU may also access, read, preserve, and disclose User Content as necessary to comply with the law, investigate violations, address technical issues, respond to support requests, or protect the rights, property, or safety of DiabeticU, its users, and the public.

You acknowledge that User Content is the sole responsibility of the individual who posted it, and DiabeticU does not control the User Content. While DiabeticU has established community standards and conduct guidelines, it does not guarantee the accuracy, integrity, or quality of User Content.

• Disclaimer of Liability: DiabeticU disclaims any responsibility for monitoring User Content and expressly disclaims any liability for the information provided through User Content. DiabeticU will not be liable for any errors or omissions in any User Content or for any loss or damage incurred as a result of using User Content posted or transmitted through the Services.

Users should be aware that they may come across offensive or objectionable User Content while using the Services, and DiabeticU is not responsible for such content.

Please note that content developed by DiabeticU is not covered by this disclaimer and remains the sole responsibility of DiabeticU.

THIRD-PARTY WEBSITE CONTENT AND DISCLAIMER

Some portions of the DiabeticU Website and/or Mobile App may include links to websites operated by third parties (“Third-Party Websites”), some of which may have established relationships with DiabeticU and others that do not. We want to emphasize that we do not have control over the content and performance of these Third-Party Websites.

DIABETICU HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIALS, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, DIABETICU DOES NOT ENDORSE (AND IS NOT RESPONSIBLE OR LIABLE FOR) ANY CONTENT, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH THIRD-PARTY WEBSITES. WE DISCLAIM ANY RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF OR RELIANCE ON ANY CONTENT, ADVERTISEMENTS, PRODUCTS, OR OTHER RESOURCES AVAILABLE ON ANY THIRD-PARTY WEBSITES, REGARDLESS OF WHETHER WE DIRECTLY OR INDIRECTLY LINK TO SUCH CONTENT, ADVERTISEMENTS, PRODUCTS, OR OTHER RESOURCES.

WHEN YOU ACCESS OR USE A THIRD-PARTY WEBSITE, YOU DO SO AT YOUR OWN RISK, AND YOU ARE RESPONSIBLE FOR: (I) TAKING PRECAUTIONS TO PROTECT YOURSELF AND YOUR COMPUTER SYSTEMS FROM HARMFUL CONTENT; (II) ENSURING THAT MATERIALS YOU DOWNLOAD, USE, OR PURCHASE FROM THIRD-PARTY WEBSITES COMPLY WITH LAWS AND ARE NOT OBJECTIONABLE OR UNLAWFUL; (III) RESPECTING THE PRIVACY AND INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES; (IV) ANY FINANCIAL CHARGES OR LIABILITIES TO THIRD PARTIES ARISING FROM TRANSACTIONS OR ACTIVITIES ON THIRD-PARTY WEBSITES; AND (V) UNDERSTANDING AND COMPLYING WITH ANY TERMS OF USE OR PRIVACY POLICIES THAT APPLY TO THOSE THIRD-PARTY WEBSITES.

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COMMUNITY STANDARDS AND CONDUCT GUIDELINES

You agree that you will not (and/or will not use the Website, the Mobile App and/or any part of our Services to):

• Upload, post, email or otherwise transmit any User Content or other materials that:

        (I) are unlawful, harmful, threatening, abusive, harassing, inflammatory, tortious, defamatory, vulgar, libelous, slanderous, discriminatory, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable (in our sole discretion); (II) contain adult content, including obscene, pornographic, and/or sexual terms, descriptions and/or images, nudity, profanity or graphic violence; (III) incite or encourage criminal or terrorist activities or physical harm against another; (IV) exploit political agendas or “hot button” issues for commercial use; or that contain hate speech based upon the race, sex, national original, religious affiliation, marital status, sexual orientation, gender identify, or language of an individual or group; (V) are not your own, or that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (VI) infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party or that are deceptive, misleading or fraudulent or that may otherwise be unlawful or give rise to civil or criminal liability; (VII) are unauthorized advertising, promotional materials, “junk mail,” “spam,” “phishing,” “chain letters,” “pyramid schemes,” or any other form of solicitation, opinions or notices, commercial or otherwise; (VIII) contain software viruses, spyware, adware, worms, or any other computer malware or malicious code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

• Harm minors in any way, or solicit or otherwise attempt to gain any information from a minor;
• Advertise or otherwise solicit funds or constitute a solicitation for goods or services;
• Impersonate any person or entity, including, but not limited to any user of the Services, a director, officer, employee, shareholder, agent or representative of DiabeticU, our Business Customers or any other person or entity, or falsely state or otherwise misrepresent your affiliation with DiabeticU. our Business Customers or any other person or entity;
• Provide false, misleading or inaccurate information to DiabeticU or any other member;
• Create more than one unique public profile or register for more than one account except as specifically permitted in these Terms & Services, create an account on behalf of someone else, or create a false or misleading identity on the Services;
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content or other materials transmitted to or through the Services;
• Attempt to probe, scan or test the vulnerability of the Services or any associated system or network, or breach security or authentication measures without proper authorization;
• Use or affect the Services in any manner that could damage, disable, overburden or impair the Services or its functionality, or disrupt the normal flow of dialogue (including, without limitation, “flooding,” “mail bombing,” or “crashing”), or otherwise act in a manner that negatively affects or otherwise diminishes the quality of another user’s experience of the Services.
• Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
• Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law;
• “Stalk” or otherwise harass another user or employee of the Services;
• Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users of the Services, including usernames or passwords;
• Access or attempt to access another user’s account without his or her consent;
• Reverse engineer, disassemble or decompile the Mobile App, or attempt to discover or recreate the source code for the Mobile App or any portion of the Services; or
• Assign, transfer or sublicense your rights as a registered user of the Services.

Your privilege to use the Services (including your ability to contribute to discussions on the Public Forum or communicate with Coaches and/or other users in a DiabeticU Group) depends on your compliance with the community standards and conduct guidelines set forth above. We may revoke your privileges to use all or a portion of the Services and/or take any other appropriate measures to enforce these community standards and conduct guidelines if violations are brought to our attention. Further, if you fail to adhere to our community standards and conduct guidelines, or any part of these Terms & Conditions, we may terminate, in our sole discretion, your use of, or participation in, any Public Forum or the Services. Any violation of this section may subject you to civil and/or criminal liability.

YOU AGREE AND UNDERSTAND THAT YOU MAY BE HELD LEGALLY RESPONSIBLE FOR DAMAGES SUFFERED BY OTHER MEMBERS OR THIRD PARTIES AS THE RESULT OF YOUR REMARKS, INFORMATION, FEEDBACK OR OTHER CONTENT POSTED OR MADE AVAILABLE ON THE SERVICES (INCLUDING ANY PUBLIC FORUM) THAT IS DEEMED DEFAMATORY OR OTHERWISE LEGALLY ACTIONABLE. UNDER THE FEDERAL COMMUNICATIONS DECENCY ACT OF 1996, DIABETICU IS NOT LEGALLY RESPONSIBLE, NOR CAN IT BE HELD LIABLE FOR DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION TO ANY DEFAMATORY OR OTHERWISE LEGALLY ACTIONABLE REMARKS, INFORMATION, FEEDBACK OR OTHER CONTENT POSTED OR MADE AVAILABLE ON THE SERVICES.

HEALTH AND MEDICAL DISCLAIMER

PLEASE NOTE THAT DIABETICU DOES NOT OFFER PROFESSIONAL MEDICAL SERVICES OR ADVICE. THE SERVICES PROVIDED BY OUR WEBSITE AND/OR MOBILE APP DO NOT CONSTITUTE MEDICAL OPINIONS OR ADVICE. NO DOCTOR-PATIENT RELATIONSHIP IS FORMED THROUGH YOUR USE OF THE SERVICES. IN CASE OF A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.

• No Doctor-Patient Relationship. All the services offered through our platform are solely for informational purposes. DiabeticU is not a medical provider, and we do not provide medical services or medical advice. The information and reports generated by us should not be considered a substitute for consulting with a physician, receiving proper evaluation or treatment. It is important not to rely on the information provided on or through our Services for making medical decisions or diagnosing or treating any medical or health condition. USING OUR SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND ANY OF THE DIABETICU PARTIES (INCLUDING OUR COACHES OR ANY OTHER SERVICE USERS).

        We strongly recommend seeking the advice of a qualified physician or medical professional regarding your health before initiating any weight loss efforts, exercise regimens, or any other plans referred to or discussed under our Services. If you are currently undergoing medical treatment, taking prescription medications, or following a therapeutic diet to manage a disease, it is especially crucial to consult with your physician before using our Services. By using our Services, you represent and warrant that you are not using them as a substitute for medical attention. Furthermore, you agree that you will consult your physician, particularly if you may be at risk due to exercise or changes in your diet. If you receive any information from our Services that conflicts with the medical advice from your physician, always follow your physician’s guidance.

• Virtual Coaching Service Disclaimer. For users of our Ignite Subscription, we may offer access to personalized coaching services (“Virtual Coaching Service”). If you have access to our Virtual Coaching Service, you will have the opportunity to interact with a Coach who will assist you in developing skills to achieve your health-related goals. Please be aware that the Virtual Coaching Service is not a medical, mental health, or any other type of health service. It is not intended to replace or serve as an alternative to medical, psychiatric, psychological, psychotherapy, or any other healthcare diagnosis and treatment when a medical or mental health condition is present. For any medical or mental health conditions or illnesses, it is essential to consult with licensed healthcare and mental health professionals, such as physicians, psychotherapists, and psychologists.

        While Coaches may lead DiabeticU Groups and provide general information about psychological and emotional issues related to health conditions, medical treatments, success stories, and health-related goals, they are not allowed to offer psychological or healthcare advice tailored to any individual’s specific situation. Any interactions you have with Coaches or other users of our Services will not establish a physician-patient relationship or create any fiduciary duty. IF DIABETICU BECOMES AWARE OF OR SUSPECTS ANY MEDICAL OR MENTAL CONDITIONS OR ILLNESS, WE MAY, AT OUR SOLE DISCRETION, TERMINATE ALL OR A PORTION OF THE SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH COACHES AND/OR OTHER MEMBERS WHEN USING OUR SERVICES.

ASSUMPTION OF RISK AND INTERACTIONS WITH OTHERS ON DIABETICU

At DiabeticU, we want to make it clear that we bear no liability for any issues that may arise from your use of our services and your participation in any activities offered through our platform, including DiabeticU Groups or interactions with Facilitators or Coaches. When you use our services, you knowingly and willingly assume all associated risks.

Your interactions with other members are solely your responsibility. We want to emphasize that DiabeticU is not obligated to (a) screen its members, (b) investigate their backgrounds, or (c) verify the accuracy of statements made by members, including information or representations in public profiles. It is essential that you exercise reasonable caution in all your interactions with other members, especially if you plan to meet someone in person. We do not guarantee or endorse the behavior or compatibility of our members with you.

DISCLAIMER OF WARRANTIES

At DiabeticU, we want to make it clear that all our products, offerings, content, and materials provided in the services are offered “as is” and without warranties of any kind, whether express or implied. To the fullest extent permitted by law, we, on behalf of ourselves, our affiliates, and our respective third-party service providers, licensors, and suppliers, disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, compatibility, security, accuracy, or non-infringement.

We cannot guarantee that the applications or any function contained in the applications will be uninterrupted or error-free, that defects will be corrected, or that the applications or the servers making them available are free of viruses or other harmful components. Any product, offering, content, or material downloaded or obtained through the use of our services is done at your own risk, and you will be solely responsible for any damage to your computer system or devices or loss of data resulting from the download.

Neither DiabeticU, our affiliates, nor any of our respective licensors, licensees, business customers, service providers, or suppliers warrant or make any representations regarding the use or the results of the use of the products, offerings, content, and materials in the services in terms of their correctness, accuracy, reliability, or otherwise.

Please note that any advice or information obtained from our personnel or through our services shall not create any warranty not expressly provided for in these Terms & Conditions. We want you to have a safe and satisfactory experience, but we cannot guarantee the outcomes beyond what is explicitly stated in our terms.

THIRD-PARTY SERVICES AND DATA PRIVACY

At DiabeticU, certain features, software products, and services available through our platform are provided by third parties (“Third-Party Services” offered by “Third-Party Service Providers”). To use these services, you may need to agree to additional terms and conditions set by the Third-Party Service Providers. It’s important to note that our Terms & Conditions solely apply to the Services we provide, not to any apps or services offered by other entities. Your use of Third-Party Software as part of our Services is subject to the terms and conditions specified in the third party’s license.

You understand and acknowledge that we are not responsible for the availability of external sites or resources linked to Third-Party Services. DiabeticU does not endorse, and shall not be liable for, any content, advertising, products, or materials on or available from such third-party apps or resources. In case of any conflict between the terms of these Terms & Conditions and the terms of third party licenses, the third party licenses shall prevail concerning your use of the relevant Third-Party Service.

Furthermore, you acknowledge that a Third-Party Service Provider may collect and use certain information about you, including personal information and “Protected Health Information.” Any data exchange, including Protected Health Information, between you and a Third-Party Service Provider is solely between you and the respective provider. Before providing information to any Third-Party Service Provider, we encourage you to review their privacy policy. If you do not understand or disagree with the terms of their privacy policy, we advise against using their related third-party services.

At DiabeticU, we disclaim any responsibility and liability for any damages or harm, whether to you or third parties, resulting from (i) your use of or reliance on any content, advertisements, products, or other resources available on any Third-Party Services or resources (regardless of whether we directly or indirectly link to such content, advertisements, products, or other resources) or (ii) your information collected or used by Third-Party Service Providers. Your interactions with these third-party services are subject to their respective terms and conditions, and we cannot be held accountable for the outcomes.

LIMITATION OF LIABILITY

At DiabeticU, you expressly understand and agree that neither DiabeticU nor its affiliates, nor any of their respective third-party service providers, licensors, and suppliers shall be liable for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, or any other damages whatsoever, including but not limited to loss of profits, goodwill, use, data, or other intangible losses, arising out of or resulting from:

(a) Your use or inability to use the Services. (b) The use of any content or materials on the Website, our applications, or applications linked to our applications. (c) The cost of procuring substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the Services. (d) Unauthorized access to or alteration of your transmissions or data. (e) Statements or conduct of any third party on our Services. (f) Any other matter relating to the Services.

You, on behalf of yourself, your personal representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify DiabeticU, its affiliates, and any of DiabeticU’s and its affiliates’ officers, directors, shareholders, employees, agents, affiliates, representatives, sublicensees, successors, and assigns from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of services, or other damages or harm, whether to you or to third parties, which may result from your use of the Services.

You understand and agree that the cancellation or termination of your subscription is your sole right and remedy with respect to any dispute with us, including any dispute related to, or arising out of:

• These Terms & Conditions or our enforcement or application thereof.
• Any practice or policy of DiabeticU, including these Terms & Conditions and our Privacy Policy, or our enforcement or application of these policies.
• The content available through the Website and/or applications or any change in content provided through the Services.
• Your ability to access and/or use our website and/or applications.
• The amount or types of our fees or charges, surcharges, applicable taxes, or billing methods, or any change to our fees or charges, applicable taxes, or billing methods.

The maximum liability of DiabeticU and its affiliates and its or their respective third-party service providers, licensors, and suppliers to you under all circumstances for all damages, losses, and causes of action (whether in contract, tort, including, but not limited to, negligence, or otherwise) shall not exceed the amount paid by you, if any, for accessing our Services. If any portion of this limitation of liability is found to be invalid, liability is limited to the fullest extent permitted by law. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between DiabeticU and you. The Services would not be provided without such limitations.

Any cause of action by you arising out of or relating to the Services or these Terms & Conditions must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in these Terms & Conditions.

INDEMNIFICATION

In addition to any other indemnification provisions stated in these Terms & Conditions, you agree to indemnify, hold harmless, and, at our option, defend DiabeticU, our affiliates, and our and their respective officers, directors, members, employees, stockholders, managers, agents, and representatives (collectively referred to as “DiabeticU Indemnified Parties”) from any and all third-party claims, actions, demands, causes of action, liability, damages, and/or costs (including, but not limited to, reasonable attorneys’ fees and expenses) (referred to as “Claims”) arising from:

(i) Your improper use of the Services or our products or offerings. (ii) Your violation of these Terms & Conditions. (iii) Your provision of information or other data to DiabeticU or any of the Indemnified Parties. (iv) Your infringement or alleged infringement, or the infringement or alleged infringement by any other user of your account, of any intellectual property or other right of any person or entity. (v) Your violation or alleged violation of any foreign or domestic, federal, state, or local law or regulation.

The Indemnified Parties shall have the right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify, or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.

GOVERNING LAW AND VENUE

These Terms & Conditions shall be governed by and interpreted in accordance with the laws of the State of Delaware, without considering any conflicts of law principles. You agree that any legal action or proceeding arising out of or relating to your use of the Services or these Terms & Conditions shall be exclusively filed in the state or federal courts located in the State of Delaware. By using the Services, you consent to and submit to the personal jurisdiction of such courts for the purpose of resolving any such legal action or proceeding.

TERM AND TERMINATION

• These Terms & Conditions shall remain in effect as long as you continue to use our Services, including our Website and Mobile Apps. However, we reserve the right to terminate your access to the Services as outlined in these Terms & Conditions.
• Effect of Termination; Survival. If these Terms & Conditions are terminated, all rights and licenses granted to you under these Terms & Conditions, including the right to use the Services, will automatically come to an end. Nevertheless, certain provisions that are inherently meant to survive termination, such as those concerning intellectual property, disclaimers, limitations of liability, User Content license, governing law, and venue, will remain in effect after termination.
• Legal Action. In the event that we decide, at our sole discretion, to take legal action against you due to an actual or suspected breach of these Terms & Conditions, you agree to compensate us for our reasonable costs and attorneys’ fees incurred during such legal action. The DiabeticU Parties shall not bear any legal obligation or liability to you or any third party arising from or connected to the termination of these Terms & Conditions.

MISCELLANEOUS TERMS

In the event that any provision of these terms is deemed unlawful, invalid, void, or unenforceable by a court of competent jurisdiction, that particular provision shall be considered separate from these terms and shall not impact the validity and enforceability of the remaining provisions. These Terms & Conditions constitute the entire agreement between you and DiabeticU regarding the subject matter discussed herein. We reserve the right to assign our rights and obligations under these Terms & Conditions. These Terms & Conditions will be binding upon and for the benefit of our successors, assigns, and licensees. The failure of either party to enforce strict compliance of the other party with any provision of these Terms & Conditions, or to exercise any right under these Terms & Conditions, shall not be interpreted as a waiver or relinquishment of such party’s right to enforce or rely on such provision or right in any other instance; all rights and provisions shall remain fully effective.