| Use
of Site.
Use of this site is limited to individuals and entities located in the
United States of
America
who are registered with
SCC as an approved user of
the OptimaSolutions™ dietary software as set forth in the legally binding
contracts under the law of
Georgia
. You may use the
Site solely for a tool to offer assistance with performing dietary related
tasks.
SCC reserves the right
to refuse service, terminate accounts and take appropriate legal action at
its sole discretion, if
SCC
believes that Your conduct violates applicable law or is harmful to the
interests of
SCC.
Furthermore, at any time and for any reason without notice or liability,
SCC may suspend or terminate
the operation of the Site or modify any aspect of the Site and this
Agreement. |
| Web
Links.
SCC may display URLs or icons
that allow You to link to web site pages and other web sites, including,
without limitation, sites operated by third parties. Third party
sites are not endorsed by
SCC
and are for Your convenience only. Any content, representations,
warranties or covenants made on the web site(s) are the sole
responsibility of the operator of such sites, and
SCC assumes no liability, obligation, or
responsibility for such content, representations, warranties or
covenants. The decision to view, store, download or use any
materials or information provided by OptimaSolutions™ or in any linked
sites is at Your own risk.
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| Privacy
Policy.
Our current privacy policy is incorporated herein and made a part of this
Agreement. Such policy may change without notice to You. You
are required to inform yourself of the then current privacy policy.
|
| Your
Information.
Your information includes any information you provide Us or submit over
the Site. You are solely responsible for providing and maintaining the
accuracy of Your Information and for any liability suffered or threatened
against
SCC arising from Your
Information being false, misleading or incomplete.
SCC reserves the right to reject any of Your
Information for any reason. Except as set forth in the
SCC Privacy Policy, or unless
there is an agreement to the contrary, Your Information shall be deemed to
be non-confidential and
SCC
shall have no obligation of any kind with respect to such information, and
shall be free to use, reproduce, disclose and distribute such information
to others without limitation.
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| Intellectual
Property.
This site contains valuable intellectual property owned or licensed by
SCC. Such intellectual
property includes trademarks, trade names, logos, written content, layout,
software, sound, photographs, video, graphics and the compilation of all
material on the Site (collectively "Content"), and is protected by United
States and international laws and treaties. Unless otherwise agreed
in writing by
SCC, You may
not reproduce, distribute, perform, display, or sell any portion of the
Content.
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| System
Integrity.
You hereby certify that the sole purpose of Your registering as a user and
the sole activity You will undertake while using the Site is to use as a
tool to offer assistance with dietary related tasks and for no other
purpose. You may not use any technique, device, software, routine or
any other action to interfere or attempt to interfere with the proper
working of the Site. You may not take any action, which imposes an
unreasonable or disproportionately large load on the Site or
infrastructure. You may not disclose to or share Your password or
user ID, with any third party or use such information for any unauthorized
purpose. You may share Your user ID, password, and details with Your
company’s information technology employees if necessary to correct a
computer hardware or software problem at Your company; provided that at
all times You treat such information with the same degree of care that
Your company uses for its similar information. You may not deep-link
to the Site or bypass security or encryption processes, or download any
information on the Site other than this Agreement, except as may
automatically occur during the viewing process (i.e. cookies and cache
case).
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| Cookies.
"Cookies" are very small data files We place on Your computer. The Cookies
We create do not contain personal information (but may contain Your
encrypted user ID). We will not use the Cookies for any purpose
other than conducting business with You through the Site. Cookies
must be enabled in Your browser settings for the Site and the electronic
commerce applications contained herein to function properly.
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| Disclaimer.
Third party Content, user opinions and references on the Site to any
specific commercial products, process, or service by trade name,
trademark, manufacturer, or otherwise, does not necessarily constitute or
imply its endorsement, recommendation, or favoring by
SCC. In the event You believe any portion of
the Content is inaccurate, incomplete, or inappropriate, please contact
SCC immediately and We will
use commercially reasonable efforts to review Your request and take any
actions deemed necessary by
SCC. Any other remedy in these events is
at
SCC’s sole discretion and
You hereby waive any other remedies You may have against
SCC arising from the Site and the Content.
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| Choice
of Law and Jurisdiction.
The Site is controlled and operated by
SCC from its headquarters in
Griffin,
Georgia,
USA
. This
Agreement and Your use of the Site shall be governed by the laws of the
State of
Georgia
,
USA
,
without regard for conflicts of law rules. You hereby agree that any and
all disputes arising from use of the Site or the Content shall be resolved
as follows; (i) through non-binding mediation conducted in Griffin,
Georgia, on mutually agreeable dates and times; or (ii) if the mediator
determines the mediation is not likely to result in a resolution, by
binding arbitration with the in Griffin, Georgia, by a panel of three
arbitrators, one of which shall be selected by You or your company, one of
which shall be selected by
SCC, and the third of which shall be selected
by the other two. You agree that the decision of the panel shall be final
and binding, and enforceable in any court having competent jurisdiction.
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| Breach.
In the event We believe that You are in breach of any of the terms of this
Agreement or any policy or procedure set forth on the Site, or that You
(or electronic information, viruses and the like coming from Your
computers) are adversely affecting the performance or security of the Site
or its Contents, or We are unable to verify or authenticate any of Your
Information, We may at our sole discretion, without any notice or
liability to You and in addition to any remedy We may have at law or
equity, temporarily suspend or terminate Your use of the Site and/or any
of Your pending or proposed transactions.
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| Limitation
of Liability.
IN NO EVENT SHALL
SCC BE
LIABLE FOR LOST PROFITS OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE), ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT OR USE OF THE SITE OR THE CONTENT,
EVEN IF YOU ADVISE US OF THE POSSIBILITY OF INCURRING SUCH DAMAGES IN
ADVANCE. YOU UNDERSTAND, ACKNOWLEDGE,
AND AGREE THAT USE OF THIS SITE IS PROVIDED TO
YOU AS A CONVENIENCE,
AND
THAT THIS LIMITATION OF LIABILITY PROVISION REPRESENTS A
FAIR ALLOCATION OF RISK.
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| No
Warranties. YOU
EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK, THE SITE IS
PROVIDED ON AN "AS IS"
AND
"AS AVAILABLE" BASIS,
AND
OPERATION OF THE SITE
MAY BE
INTERFERED WITH BY NUMBEROUS FACTORS OUTSIDE OUR CONTROL.
SCC MAKES NO REPRESENTATIONS,
COVENANTS OR WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED WITH REGARD TO THE
USE OR AVAILABILITY OF THE SITE. ADDITIONALLY,
SCC HEREBY DISCLAIMS
AND YOU HEREBY WAIVE
ALL WARRANTIES, INCLUDING WITHOUT
LIMITATION:
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|
a)
THAT THE SITE WILL MEET YOUR REQUIREMENTS, ALWAYS BE AVAILABLE,
ACCESSIBLE, CONTINUOUS, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT
ERROR;
b)
THAT THE CONTENT WILL BE ACCURATE, COMPLETE OR USEFUL OR THAT THE
INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SITE WILL BE
AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF AUCTION,
LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED;
c)
ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE;
AND
d)
ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT
ARISING FROM THE NEGLIGENCE OF GP.
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| Indemnification.
You agree to indemnify and hold
SCC and its successors, representatives,
principals, officers, employees, servants, agents, administrators,
attorneys, affiliated corporations, parent corporations, subsidiaries,
assigns, and licensees harmless from any claim or demand, including
reasonable attorneys' fees, made by any third party due to or arising out
of Your use of the Site or the Content, any violation of this Agreement or
any other policy of
SCC, or
any infringement of any intellectual property or other right of any
person, by You or any other person using Your user name and password.
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| General
Compliance with Laws.
You shall comply with all applicable laws, statutes, ordinances, rules,
regulations and treaties regarding Your use of the Site.
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| Agency.
SCC is completely independent
from You. You agree that use of this Site does not constitute an
engagement in any agency, partnership, joint venture, employee-employer,
franchisor-franchisee or other type of relationship and no such
relationship(s) is/are intended nor created by this Agreement or use of
the Site or the Content.
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| Electronic
Signature; Writing.
The act of entering Your user name and password is the equivalent to your
signing this Agreement, and by doing so, You represent that You have read,
understand and agree to be bound by the entire Agreement, as well as the
posted operating rules and policies of the Site and that if You are a
company representative, that You are an authorized representative of Your
company. Since
SCC may
revise this Agreement at any time, You should visit this page periodically
to review the terms of Your use. This Agreement shall be considered
to be a "writing" and "in writing" with respect to Your use of the Site
and any transaction You commence hereunder, and this Agreement shall be
deemed for all purposes to have been "signed" and to constitute an
"original" when printed from electronic files or records established and
maintained in the normal course of business.
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| Severability.
If any provision of this Agreement is held to be invalid or unenforceable,
such provision shall be struck and the remaining provisions shall be
enforced.
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| Headings.
Headings are for reference purposes only and in no way define, limit,
construe or describe the scope or extent of such section.
|
| Waiver.
SCC's failure to act with
respect to a breach by You or others does not waive
SCC's right to act with respect to subsequent
or similar breaches.
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| Final
and Complete Agreement.
This Agreement represents the complete agreement between You and
SCC concerning the use of the
Site, its Content and any transactions arising therefrom. Unless
otherwise agreed to in writing by both parties, in the following order of
priority, use of the Site shall be subject to (i) any existing written
agreements between You and
SCC (including without limitation licensing
agreements, consulting agreements, and confidentiality agreements); and
(ii) and specific terms and conditions on a specific portion of the Site
You use; and (iii) these terms and conditions. To the extent there
is no conflict, this Agreement is hereby incorporated into any agreements
between You and
SCC which
specifically contemplates Your use of this Site.
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Customer
Self Service .
Access to OptimaSolutions™ System is provided for your information and
convenience only.
SCC makes
no representation or warranty as to the accuracy and/or completeness for
the information contained herein.
SCC Reserves the right to terminate or modify
this System at any time with out notice and without liability to you.
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