Terms and Condition
THIS AGREEMENT (“AGREEMENT”) TAKES EFFECT WHEN YOU CLICK THE “I AGREE” BUTTON BELOW. BY CLICKING ON THE “I AGREE” BUTTON BELOW YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT ACCEPT THIS AGREEMENT, THEN YOU SHALL NOT VIEW OR OTHERWISE ENGAGE WITH THE PROGRAM (DEFINED BELOW) OR OTHERWISE USE DFH MATERIALS (DEFINED BELOW).
1. Program Information. By accepting these Terms, you agree with and shall abide by the following: The information in the Program is provided as an educational resource and is intended to be used as a basis for determining whether to recommend products sold by DFH (“Products”) for use under their standard label conditions. Any usage or dosing recommendations from DFH are given for typical use based on an average 150-pound healthy adult. Individuals should see an appropriate health care practitioner for case-specific considerations and monitoring based on intended goals, subject body weight, medical history, and concomitant medication and supplement usage. Any Product containing botanical substances has the potential for causing individual sensitivities. Individual monitoring, including liver function tests, may be appropriate under medical supervision. Individuals should be monitored by health care professionals with the scope of practice that includes the diagnosis, monitoring and management of medical conditions.
2. Ownership of DFH Materials; Reservation of Rights. DFH may make, but is not required to make, marketing materials and other educational or promotional content (“Marketing Materials”) available to You for use in promoting Products. All trademarks, trade names, logos, or identifying slogans contained in Marketing Materials, in DFH’s copyrighted materials, including but not limited to in the Program (“Copyrighted Materials”), or affixed to Products or any accompanying labels, containers, and cartons, whether or not registered, except those third-party trademarks used under license or otherwise to identify the source of an ingredient in a Product or the Product itself in the case of private label Products, are the exclusive property of DFH (“Trademarks”). You shall not use Trademarks, Marketing Materials, Copyrighted Materials, or any other intellectual property of DFH (collectively, “DFH Materials”) except in accordance with this Agreement, and You shall follow DFH’s brand use guidelines, policies, or other instructions DFH may give You from time to time regarding the use of DFH Materials. DFH retains all rights related to DFH Materials except as expressly set forth in this Agreement.
3. Required Credentials. To be eligible to use DFH Materials (such eligibility, “Eligibility”) You or, if You are an entity, at least one employee of or contractor affiliated with You must first be eighteen years of age and have credentials that meet DFH’s requirements to qualify as a health coach, registered nurse, or nutrition provider (“Credentials”). The sufficiency of Your Credentials shall be determined by DFH in its sole and absolute discretion. You shall immediately notify DFH of the loss of any Credential submitted to DFH when You entered into these Terms, or if the health coach, registered nurse, or nutrition provider whose Credential was submitted is no longer employed by, or affiliated with, You. You shall, at Your own expense, obtain and maintain required certifications, credentials, licenses, and permits necessary to maintain Your Credentials. For the avoidance of doubt, Eligibility is necessary, but not necessarily sufficient, to authorize Your use of DFH Materials.
4. DSS Authorization. To earn the right to use the DSS Trademarks to promote Your business (such right, “DSS Authorization”) or enjoy the other benefits of DSS Authorization set forth in Section 6 below, You must:
- Be Eligible as set forth in Section 3;
- Purchase the Program, or have the Program purchased for You;
- Complete the Program; and
- Pass all quizzes or other assessments associated with the Program (“Assessments”).
DFH will notify You of the minimum scores required to pass each Assessment. DFH reserves the right to modify such minimum passing scores at any time in its sole and absolute discretion.
5. Deadline to Complete Program. DFH will revoke access to any Program six (6) months after it is purchased, unless the purchaser registers for a DFH Institute paid subscription. If You fail to complete a Program before Your access is revoked, then You lose all of Your progress with respect to the Program and must start from the beginning if You reenroll.
6. Benefits of DSS Authorization. If, and only if, You earn DSS Authorization, then:
- You are permitted to use the DSS Trademarks in your practice, including on office signage, electronic signatures, business cards, presentations You give, introductions, or in any other description of Your professional credentials. All such use shall be in accordance with DFH’s brand identity and acceptable use guidelines for the DSS Trademarks;
- You will be eligible to hold a reseller account with DFH (“Account”) with access to purchase Products;
- A credit will be issued to Your Account with DFH in the amount of the purchase price for the Program, which You may use to purchase Products. Product credit available only upon professional registration with new Designs for Health customer account; credit expires within one year of the date granted
- Approved accreditation bodies may approve the Program for continuing education credits.
DFH reserves the right to require You to enter into further agreements to qualify for an Account or to purchase Products. DFH also reserves the right to modify, at any time in its sole discretion, the Products available to DSS Authorization holders, the permissible uses of the DSS Trademarks, and what Credentials are required for DSS Authorization, use of DFH Materials, and to hold an Account.
7. Professional Conduct: To maintain DSS Authorization, You must:
- Conduct Yourself in a manner that is professional and merits the respect of Your colleagues;
- Provide excellent professional service and client care in Your practice;
- Exhibit honesty, integrity, and lawfulness, obeying all local, state, federal, and provincial laws, regulations, and professional rules, as applicable;
- Not breach these Terms, including representations, warranties, and covenants; and
- Respect and uphold all copyright, trademark, and intellectual property rights and laws.
DFH reserves the right to revoke, suspend, or deny DSS Authorization of or to anyone who DFH determines, in its absolute discretion, does not abide by the foregoing principles of professional conduct or is responsible or implicated in injury or harm to another in performing his or her professional role. DFH reserves the right to investigate and/or report any concerns, allegations, or suspicions of misconduct to concerned third parties, including but not limited to employers, schools, inquiring consumers, or any regulatory body, licensing body, or law enforcement. You hereby agree to cooperate in such investigation or reporting and waive the right to bring any legal action related to the same, including but not limited to actions for defamation, libel, injurious falsehood, negligence, and statutory causes of action, regardless of whether You believe DFH’s reporting or allegations are accurate.
8. Covenants, Representations, and Warranties. You covenant, represent, and warrant that:
- You are Eligible under Section 3 and shall provide documentary proof of the same to DFH at any time upon request in whatever manner required by DFH;
- You will not exercise the Benefits of DSS Authorization provided in Section 6 unless You first earn DSS Authorization as provided in Section 4;
- You shall comply with the Professional Conduct required in Section 7;
- You will not advise, suggest, or otherwise recommend Products to Your customers or other end users (“End Users”) other than in accordance with the instructions and other information on the Products’ labels;
- Any protocols, dosage, prescribing and/or usage instructions for Products provided by You to End Users, including without limitation to combine intake of Products with other Products or other dietary supplements or drug products, are safe and present no health or safety hazard to such End Users;
- You and Your authorized representatives will sell, recommend, promote, prescribe, and/or administer Products in accordance with applicable laws and regulations and in accordance with these Terms and the applicable medical or other healthcare standard of care; and
- You and Your authorized representatives violate no law, rule, or regulation by executing this Agreement, opening an Account, buying and reselling Products, participating in any DFH rewards program, or accepting any commission or other benefit from DFH.
9. Indemnification. You shall indemnify, defend and hold harmless DFH and its officers, directors, employees, agents, independent contractors, Affiliates (as defined in Section 15.b), successors and permitted assigns (each an “Indemnified Party”) against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, costs, or expenses, including reasonable attorneys’ fees and court costs (each, a “Loss”), incurred by an Indemnified Party directly as a result of any claim of a third party (“Claim”) arising out of: (i) Your breach of any covenant, representation, or warranty in these Terms; (ii) Your marketing, advertising, promotion, sale, or other acts or omissions with respect to any Product, except to the extent arising out of the use or consumption of any Product in accordance with labeled instructions; and (iii) Your violation of applicable laws related to Your purchase, resale, or provision of Products to End Users.
You will cooperate fully as required by Indemnified Parties in the defense of any Claims. Notwithstanding the foregoing, Indemnified Parties retain the exclusive right to settle, compromise, and pay Claims, in which case You shall reimburse Indemnified Parties for such losses. Indemnified Parties reserve the right to assume the exclusive defense and control of Claims. You will not settle any Claims without, in each instance, the prior written consent of an officer of an Indemnified Party against which the Claim is made. This section is not intended to limit any causes of action against DFH that You may have but are not waivable under applicable law. Without the consent of an officer of the Party against which a Claim is made, You shall not enter into any settlement that admits liability as to such Claim on behalf of such Indemnified Party or causes an Indemnified Party to take any action.
10. Disclaimer; Limitations of Liability.
- THE INFORMATION IN THE PROGRAM IS PROVIDED “AS IS” AND NEITHER DFH NOR ANY PERSON ACTING ON DFH’S BEHALF MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROGRAM OR THE CERTIFICATION MARKS, EXPRESS OR IMPLIED, EITHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AVAILABILITY, WHETHER ARISING BY LAW, PROGRAM OF DEALING, PROGRAM OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
- IN NO EVENT SHALL DFH BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS OR CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES SUFFERED BY ANY PERSON IN CONNECTION WITH ANY BREACH OF THESE TERMS OR CAUSED DIRECTLY OR INDIRECTLY BY THE CERTIFICATION MARKS, THE PROGRAM, OR ANY OTHER SERVICE PROVIDED HEREUNDER, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT DFH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND/OR (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- IN NO EVENT SHALL DFH'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE PROGRAM, OR YOUR USE OF THE CERTIFICATION MARKS, WHETHER IN BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) INFRINGEMENT, OR OTHERWISE, EXCEED THE AMOUNTS YOU PAID TO DFH FOR THE PROGRAM.
12. ADA Accommodations. Special accommodations for applicants with documented disabilities pursuant to the American with Disabilities Act (ADA) or equivalent laws in non-U.S. jurisdictions may be available for quizzes or other assessments. DFH will provide reasonable testing accommodations to candidates whose documented disabilities or other qualifying medical conditions hinder their ability to take an examination under standard conditions. DFH reserves the right to determine the reasonableness of the accommodation requested and accommodation will be granted only to the extent that such accommodation does not fundamentally alter the quiz or assessment or cause an undue burden on DFH. The cost of Your excessive accommodation requirements is to be borne by the You. Your requests for an accommodation must be submitted in writing to firstname.lastname@example.org, unless Your disability makes it impracticable to communicate in writing, in which case, please call DFH’s Customer Experience team at 1-860-623-6314, Monday - Thursday: 8:30am - 8:00pm ET or Friday: 9:00am - 5:00pm ET.
13. Service Interruptions and Delays.
- No Access During Verification of Credentials. After You submit documentary proof of Your Credentials, or if DFH, at any time in its sole discretion, undertakes to confirm the sufficiency of Your Credentials, then DFH reserves the right to delay or suspend Your access to the Program as necessary, and in no event for less than forty-eight (48) hours, to review Your documents and confirm Your eligibility.
2. Service Interruptions. DFH reserves the right, with or without notice to You, to temporarily disable access to the Program or any other related services for any reason, such as for website maintenance. The time during which the Program is available to You after purchase will not be extended to make up any time lost due to a period of disabled access or technical difficulties.
Notice. You agree to maintain with DFH accurate contact information through which DFH may communicate with You about matters including but not limited to the Program or DSS Authorization, and You consent to receive such electronic communications.
- DSS Authorization No Substitute for Licensure. DSS Authorization is not a substitute for any licensure that may be required by Your state, province, or any other governing authority, and DFH does not purport to license You to engage in any particular profession or activity. Please check the requirements in Your local jurisdiction to determine what requirements exist for Your profession.
Third-Party Accreditation. DFH makes no guarantee that the Program is, will, or will remain accredited by any third party.
- Affiliates. DFH may perform and exercise its rights under these Terms on its own behalf or through any other person or other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, DFH (collectively, its “Affiliates”), regardless of whether the applicable provision(s) of these Terms expressly reference DFH’s Affiliates. References to “DFH” in these Terms shall be interpreted to encompass DFH and/or its Affiliates. In this Section, “control” means the power to direct or cause the direction of the management and policies of a person or other entity, whether through the ownership of voting securities, by contract, or otherwise. DFH’s Affiliates shall be third-party beneficiaries of these Terms.
[[At this point, please include two checkboxes under this, as follows:
I have read, and agree to, DFH’s Privacy Notice.
Then include an “I AGREE” button under these, and have it be effective only if the user scrolls to the bottom, and the two boxes above are checked. The checkboxes should not be prepopulated.
This document must be printable before the user clicks “I AGREE.” The Website must keep specific log records showing when the user clicked "I Agree" and what version of the Program Rules was in place at the time of agreement. These measures and the presentation format needs to apply to all formats from which the user can set up an account - that is, different browsers and mobile operating systems. The click wrap agreement must be required at account creation.]]