Your use of the Membership portal (Licensed Product) is governed by this AGREEMENT and is contingent on your acceptance of the AGREEMENT. Please read this AGREEMENT carefully and make sure that you fully understand it. Purchase of the Licensed Product signifies agreement with the terms below. This AGREEMENT is an agreement you (an individual person, referred to in this AGREEMENT as “You”) are making with The Institute for Functional Medicine, located at 505 South 336th Street, Suite 600, Federal Way, WA 98003 (“IFM”) for use of all content within the IFM Member portal. Such items in the IFM Member portal include but are not limited to the list of members and the IFM Clinical Practice Toolkit, including past, current, and future versions. By accessing, viewing, copying, or otherwise using the Licensed Product, You agree to be bound by the terms of this AGREEMENT. If You do not agree to the terms of this AGREEMENT, do not access, view, copy, or otherwise use the Licensed Product, and You must promptly destroy all copies of the Licensed Product in Your possession.
- LICENSE. Subject to the terms of this AGREEMENT, IFM hereby grants to You a non-exclusive, nontransferable, limited, revocable license (1) to copy the Licensed Product for personal use only, and (2) to use the contents of the Licensed Product solely for collaborating with other IFM members in research or academic work, making referrals to other members, and for similar non-commercial purposes related to Your Functional Medicine practice or research activities. Without limiting the foregoing, You are specifically prohibited from using the Licensed Product for commercial activities, including but not limited to marketing products or services to IFM members, and from distributing or sharing the Licensed Product (in whole or in part). You may not sublicense the rights granted to You in this AGREEMENT and should direct licensing requests to IFM. This AGREEMENT shall terminate immediately upon any breach or other failure to comply with the terms of this AGREEMENT by You, without prejudice to any other rights IFM may have. Upon termination of this AGREEMENT, You must destroy all copies of the Licensed Product and any works incorporating or derivative of any portion of the Licensed Product.
- NO WARRANTY. IFM provides the licensed product as is and with all faults and hereby disclaims all warranties and conditions, whether express, implied, or statutory, including, but not limited to, any implied warranties, duties, or conditions of: merchantability; fitness for a particular purpose; accuracy; results; lack of viruses, Trojan horses, disabling devices, or worms; or lack of negligence.
- EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. Notwithstanding anything to the contrary in this AGREEMENT, in no event shall IFM be liable for any special, incidental, indirect, or consequential damages whatsoever arising out of or in any way related to the use of or inability to use the Licensed Product, or otherwise under or in connection with this AGREEMENT, even in the event of negligence, strict liability, breach of contract, or breach of warranty of IFM, and even if IFM has been advised of the possibility of such damages.
- CONFIDENTIAL INFORMATION. You understand and acknowledge that the Licensed Product represents valuable confidential information of IFM entitled to protection as a trade secret. You shall keep confidential, and shall protect from unauthorized disclosure, the Licensed Product and all copies or physical embodiments thereof in Your possession. You shall use the Licensed Product only for purposes provided for under this AGREEMENT, and shall limit access to the Licensed Product to such individuals as consultants, accountants, and attorneys who require such access in connection with Your use thereof as permitted by this AGREEMENT. You shall secure and protect the Licensed Product and any and all copies and other physical embodiments thereof in Your possession.
- ENTIRE AGREEMENT. This AGREEMENT constitutes the entire agreement between You and IFM pertaining to the subject matter hereof, and supersedes all prior or contemporaneous written or oral agreements existing between You and IFM. Any modifications of this AGREEMENT must be in writing and signed by You and IFM.
- MISCELLANEOUS. This AGREEMENT shall be deemed made in the State of Washington, USA, and shall be governed by the laws of Washington (without regard to its conflicts of law principles) and/or the United States, as applicable. You agree that any legal action between You and IFM relating to this AGREEMENT will be brought only in a federal or state court sitting in Seattle, Washington. Failure by IFM to enforce any part of this AGREEMENT does not waive that part of the AGREEMENT. IFM may assign its rights and obligations under this AGREEMENT to any party at any time without notice to You. Upon such assignment, IFM is relieved of any further obligation under this AGREEMENT. The provisions of this AGREEMENT are severable. If any part of this AGREEMENT is determined to be invalid or unenforceable, the remaining provisions stay in effect.