Newtopia Inc. Privacy Policy 

Newtopia, Inc. (“Newtopia,” “Company,” “we,” or “us”) knows that you care about how your Personal Information is used and shared and we take your privacy seriously. Please read the following information to learn more about our Privacy Policy, which was prepared to explain how we use and disclose the information we collect about you when you access or use Newtopia.com, other digital services that we own or operate (including any other websites, linked pages, features, content, or mobile applications offered by the Company), and the services we offer (collectively, the “Services”). This Privacy Policy is incorporated into and made part of our Terms of Use (“Terms”) at https://newtopia.com/b2b/terms-of-service/.   

 

If you do not understand our Privacy Policy, please contact us using the information in the “Contact Us” section below. By accepting our Privacy Policy, signing the HIPAA authorization during registration, and subsequently by accessing or using our Services, you expressly consent to our collection, use, and disclosure of your Personal Information (as defined below) in accordance with this Privacy Policy.  

 

Note that the capitalized terms not defined in this Privacy Policy shall have the meanings set forth in our Terms.  Additionally, as used in this Privacy Policy, the terms “using” and “processing” information include, among other things, using cookies on a computer, subjecting the information to statistical or other analysis, and using or handling information in any way; including, without limitation, collecting, storing, evaluating, modifying, deleting, using, combining, disclosing, and transferring information within our organization or among our affiliates within the United States or internationally, as well as using Personal Information to respond to user / applicant inquiries and provide the requested products and services. 

 

1. WHAT DOES THIS PRIVACY POLICY COVER? 

 

Personal Information – In General. This Privacy Policy covers how we use and disclose information that could reasonably be used, directly or indirectly, to contact or identify you.    Such information includes direct identifiers, such as your name and contact information, as well as information about  your use or potential use of our Services that could reasonably be linked to you (collectively, “Personal Information”). This Policy does not apply to the practices of companies and / or Sites that we do not own or control, or to individuals that we do not employ or manage.  Where you are accessing or using our Services as part of a wellness program offered through your employer sponsored health plan, our use and disclosure of your Personal Information is subject to and restricted by our contract with your employer and health plan and any authorization or consent form you sign. 

Protected Health Information. We are dedicated to maintaining the privacy and integrity of your protected health information (“PHI”). PHI is Personal (individually identifiable) Information about you that relates to (a) your past, present, or future physical or mental health or condition, (b) the provision of wellness to you, or (c) your past, present, or future payment for the provision of wellness, which is created, received, transmitted, or maintained by the Company. This Privacy Policy describes how we protect your privacy as a visitor to, or general user of our Services. You have additional rights under applicable federal and state law with respect to the access to, use, and disclosure of Personal Information that constitutes PHI. We use and disclose your PHI under contract with your employer sponsored health plan and pursuant to your authorization. 

2. WHAT INFORMATION DO WE COLLECT AND HOW? 

 

We may collect information relating to you in the following ways: 

  • When you provide your information directly to us. We collect Personal Information that you voluntarily provide when you access or use the Services. For example, when you register for an account, take a survey, contact customer service, or download an application, we may collect information including your full name, mobile phone number, your email address and the email address of your contacts, home and business postal addresses, username, password, certain health information, such as weight or insurance information, and any other information you voluntarily provide when using the Services.  To use our genetic testing services, you must provide material containing a DNA sample.   

 

  • When you use our Services to share information with others. We may collect Personal Information when you share your information or communicate with others using our Services. For example, we may collect your name, picture, information regarding your health status, and reason for program participation when you share those details with administrators, Health Coaches, and your fellow support group members. Whether you choose to disclose your name, genetic results or photo to any other support group members is at your discretion.  Any information you choose to provide or upload to the Services may be visible to your group, as well as Health Coaches, Site administrators, and other Site users. As your information will be viewable to the other users of the Services, you should provide only the information you feel comfortable disclosing.  There may be an opportunity to speak on the phone or via video or text chat in a group conference call. Participation in such opportunities is not mandatory, but should you choose to participate, you should share only as much information as you feel comfortable sharing in these additional forums. 

 

  • From third parties. We may collect your information from sources other than you, such as your employer, your health plan provider, or your insurer.  

 

  • Automatically in association with digital Services. When you navigate the digital Services, we and our vendors may collect usage information through a variety of technical methods, including Cookies and Web Beacons, and other technologies (collectively, “Data Collection Technologies”). The usage information we collect includes your IP address, the content and features you use or view on the Services, how you navigate through the Services, the online services you visit immediately before and after you access our Services, and the search terms you enter on our Services.  For more information about how we use Data Collection Technologies, please see the section titled “Data Collection Technologies” below. To learn how to exercise certain choices about Data Collection Technologies, please see the section titled “What Choices Do I Have Regarding My Information.” 
  • Through social media. We may collect your Personal Information and/or Usage Information if you connect to us through social media. The Personal Information and Usage Information we collect will depend on your privacy settings with the social media provider.  

If you choose not to provide us with your Personal Information, you may still be able to access and use some of our Services. Note, however, that certain features of our Services that require your information may not be accessible to you.  If you choose not to provide us with certain information, but the availability or usefulness of our Services may be limited, in whole or part. 

 

3. HOW DO WE USE YOUR INFORMATION? 

The Personal Information we collect enables us to operate, provide, analyze, and improve the Services, consistent with our commitments in this Privacy Policy. These activities may include, but are not limited to: 

 

  • Providing you the Services and fulfilling your requestsWe may use your information to register you, administer your account and profile, enable financial transactions, or provide you the information and services that you request.  
  • Enhancing your experience. We use your information to personalize and enhance your experience when you use the Services, such as tailoring content [[and advertising]] and remembering your preferences. 
  • Monitoring, improving, and developing Services. Your information helps us improve the content and functionality of our Services. For example, we may use your demographics, interests, and behaviors to create new features and content. We may also use your information to monitor and analyze trends, usage, and activities in connection with the Services. For example, we may use aggregate data to figure out how often participants use the Services in order to make Services appealing to as many participants as possible. 
  • Communicating with you. We may contact you to answer questions and communicate with you about our wellness products and services offered by your employer health plan, including updates and new features. We may obtain your written authorization for certain marketing activities.  You may unsubscribe from receiving marketing emails from us by emailing us at unsubscribe@newtopia.com or using the “Unsubscribe” link included in the marketing email. However, if you have registered, you may receive administrative messages such as support updates, technical notices, security alerts, and administrative messages about changes to this Privacy Policy, our Terms of Use, to which you cannot opt out.  
  • Preventing illegal activities. We use your information to detect, investigate, and prevent fraudulent transactions, illegal activities, and violations of our terms. We also may use your information to protect the rights and property of Newtopia and others. 

As disclosed. In addition to those purposes listed above, we may use your information for any other purpose disclosed to you at the time of collection or when you provide your authorization.  

 

4. DATA COLLECTION TECHNOLOGIES 

 

We use Cookies and other Data Collection Technologies (e.g., web beacons, tags, scripts, and device identifiers) to collect information about your use of the Services.  We use the information collected via Data Collection Technologies to keep you logged into the Services; remember your settings and preferences; help us keep your information and our Services safe and secure; learn how you and others access and use the Services; learn about our users; identify the devices our users use to access the Services; assess the effectiveness of our marketing programs; and recognize you when you use our Services.    

For example, we partner with Google Analytics, which uses Cookies to track your interactions with our Services. Google then collects that information and reports it back to us. This information helps us improve our Services so that we can better serve users like you. For more information on Google Analytics, visit https://support.google.com/analytics

Most browsers have an option for disabling the collection of information via cookies, which will prevent your browser from accepting new cookies, as well as (depending on the sophistication of your browser software) allow you to decide on acceptance of each new cookie in a variety of ways. If your browser is set to reject cookies, websites that are cookie-enabled will not recognize you when you return to the website, and some website functionality may be lost.  

For additional information about the choices you may have regarding Data Collection Technologies, please see the WHAT CHOICES DO I HAVE REGARDING MY PERSONAL INFORMATION? section. 

 

5. WHAT PERSONAL INFORMATION DO WE SHARE? 

 

We will not rent, sell, or share your Personal Information with third parties, including non-affiliated companies, except to provide the Services, when you consent to such disclosure, or under the following circumstances:  

 

  • Forums: We may make available the Personal Information you choose to share through the interactive features available on the Services, including discussion boards, chat rooms, profile pages, bulletin boards, blogs, instant messaging, activities, polls, games and other communication forums (collectively, “Forums”). Some of these Forums are described more specifically below. Please note that any information, text, and images posted or disclosed by you as the user on or through such Forums may be visible to the user’s group(s), as well as Health Coaches, website administrators, visitors to the Services, and other users of the Services. Specifically, Personal Information such as the picture you’ve uploaded and your screen name, may be available for other users to view when you make a posting to such Forums. Information regarding your activities in such Services may also be available for view by other users (for example, other users may be able to view a list of all postings you have made in all available Forums). Any postings you have made to a Forum may also be available for view later by users of the Services by scrolling to older posts on the Forum. We urge you to exercise discretion and caution when deciding to disclose your Personal Information, such as your condition, or any other information, through a Forum or otherwise through the Services. WE ARE NOT RESPONSIBLE FOR THE USE OR DISCLOSURE OF ANY PERSONAL INFORMATION DISCLOSED BY YOU OR ON YOUR BEHALF BY YOUR SYSTEM THROUGH A FORUM OR OTHERWISE THROUGH THE SERVICES.  

 

  • Discussion Boards and Chat Rooms: We may provide functionality for you to choose to post on our discussion boards, and permit you to enter into chat rooms and choose to communicate with other users in the chat rooms. Please note that if you use such functionalities to communicate, your name or screen name will be disclosed to all visitors to the discussion boards, present and future, as well as all users in the chat room at that time. Please remember that information posted to discussion boards becomes public information. Use caution when posting. Further, if a comment you make on the discussion board or in the chat room contains Personal Information, we cannot control how the Personal Information will be used or disclosed by the other users of the discussion board or chat room. We urge you to exercise discretion and caution when deciding to disclose your Personal Information, or any other information, in any comment and/or message, and to be careful about the people to whom you send such comments and/or messages. WE ARE NOT RESPONSIBLE FOR THE USE OR DISCLOSURE BY OTHERS OF THE INFORMATION THAT IS DISCLOSED BY YOU OR ON YOUR BEHALF BY YOUR SYSTEM ON DISCUSSION BOARDS, IN CHAT ROOMS OR OTHERWISE THROUGH THE SERVICES.  

 

  • Messaging Services: We may provide functionality to permit you to choose to send messages, including instant messages, to other users through the Services. Please note that if you use such functionality to send such a message to another user, your screen name will be disclosed to that user, as well as website administrators. Further, if a message you send using such functionality contains Personal Information, we cannot control how the Personal Information will be used or disclosed by the recipient of your message. We urge you to exercise discretion and caution when deciding to disclose your Personal Information, or any other information, in any message, and to be careful about the people to whom you send such messages. WE ARE NOT RESPONSIBLE FOR THE USE OR DISCLOSURE BY OTHERS OF THE INFORMATION THAT IS DISCLOSED BY YOU OR ON YOUR BEHALF BY YOUR SYSTEM IN SUCH MESSAGES.  

 

  • User Profiles: We may provide functionality to permit you to create a user profile page in which you may choose to provide information about yourself, including, without limitation, your condition, as well as your feelings about your condition and/or yourself (“User Submissions,” as further defined in our Terms). You may also be able to upload pictures, videos and stories to your profile page as part of the User Submissions. User Submissions may be displayed to other users (including members of your group(s)) to facilitate user interaction within the Services. Email addresses are used to add new User Submissions to user profiles and to communicate through User Submissions. Users’ email addresses will not be directly revealed to other users by us, except when the user is “connected” to another user via a shared group membership, or an invitation, or if the user has chosen to include their email address in their User Profile. Please note that any User Submissions you choose to make, including Personal Information, on or through your profile page may be available for other users, the Company, administration, moderators, and other staff. Additionally, other users may be able to post comments and view posted comments on your profile page.  

 

 

  • Subcontractors and Agents: We employ other companies and people to perform tasks on our behalf and need to share your information with them to provide our Products and/or Services to you. We are responsible for the actions of our agents and our subcontractors are under contract with us which contract limits their use and disclosure of Personal Information they receive or access and requires them to keep such information confidential.  

 

  • Analytics and Marketing Providers.  We engage with third party analytics and marketing providers that may collect usage information when you access the Services.  We require such providers to protect the confidentiality and security of the information they collect.  However, given the inherent risks of electronic data transmission and storage, we cannot guarantee the confidentiality and security of the information they collect.   

 

  • Other Health Plan Products/Services: We will never disclose your Personal Information to other businesses for their marketing purposes.  However, at the request of your employer or your employer sponsored health plan, we may send you information about the products or services of other businesses that are included in your plan of benefits for your employer sponsored health plan. These communications are intended to benefit you, your health, or your Newtopia experience. If you do not wish to receive these communications, please send an email with your request to privacy@newtopia.com, and we will process your request within a reasonable time. Please note that you may receive further communications while your request is pending processing.  

 

  • Business Transfers: In some cases, we may acquire participant information, including Personal Information, through the purchase of another business. We will protect that information in accordance with our Privacy Policy.  We will follow the terms of our contract with your employer and/or health plan and applicable law regarding the transfer of Personal Information if the Company goes out of business or enters bankruptcy. 

 

  • Protection of the Company and Others: We may release Personal Information when we believe in good faith that release is necessary to comply with applicable law; enforce or apply our conditions of use and other agreements; or protect the rights, property, or safety of the Company, our employees, our users, or others. This may include exchanging information with other companies and organizations for fraud protection and credit risk reduction.  

 

  • Social Media Features.  Our Services include Social Media Features, such as the Facebook “Like” or “Share” button and widgets. These tools may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the Feature to function properly. Your use of these tools is governed by the privacy statements of the third party companies providing them. You should always review and, if necessary, adjust your privacy settings on third party websites and services before using them in association with our Services. 

 

  • With Your Consent: Except as set forth above, you will be notified when your Personal Information may be used for other purposes or shared with third parties, and will be able to control the use and sharing of this information. 

 

We reserve the right to share or sell aggregate information and other information that cannot reasonably be linked to you to third parties for their own internal purposes, and to use such information for any purpose.  

 

6. IS MY PERSONAL INFORMATION SECURE? 

 

The security of your Personal Information is important to us. We employ administrative, physical, and technical measures designed to safeguard and protect information under our control from unauthorized access, use, and disclosure.  

 

In addition, when we collect, maintain, access, use, or disclose your Personal Information, we will do so using systems and processes consistent with information privacy and security requirements under applicable federal and state laws, including, without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”). Furthermore, your individual user account is protected by a password for your privacy and security. To ensure that there is no unauthorized access to your account and Personal Information, we suggest that you safeguard your password appropriately and limit access to your computer and browser by signing off after you have finished accessing your account. We endeavor to protect user information to ensure that user account information is kept private.  

 

However, we cannot guarantee the security of your personal and other information or the appropriateness of the measures we use to safeguard such information. Unauthorized entry, access, or use; loss; hardware or software failure; and other factors, may compromise the security of user information at any time. You should keep in mind, however, that no data transmitted over the Internet is 100% secure and any information disclosed online can potentially be collected and used by parties other than the intended recipient.   

 

If necessary, we will make all legally required disclosures of any breach of the security, confidentiality, or integrity of your Personal Information, including, without limitation, breaches of your unencrypted, electronically stored, Personal Information. To the extent permitted by applicable laws, we will make such disclosures to you via email or conspicuous posting on your private profile on the Services in the most expedient time possible and without unreasonable delay, insofar as consistent with (a) the legitimate needs of law enforcement, or (b) any measures necessary to determine the scope of the breach and restore the reasonable integrity of the data system. Despite these measures, the confidentiality of any communication or material transmitted to or from us via the Services offered by Internet or email cannot be guaranteed. If you have reason to believe that your data or your interactions with us are no longer secure, you may contact us at the mailing address or telephone number listed at the end of this document. In addition, if you have privacy or data security related questions, please feel free to contact the office identified at the end of this document. 

 

7. THIRD PARTY LINKS AND SERVICES 

 

The Services may contain links to other sites operated by organizations not affiliated with Newtopia. We do not review or endorse, and are not responsible for, the privacy policies and/or practices on other sites. When linking to another site you should read the privacy policy published on that site. This Privacy Policy only governs information collected on our Services. We encourage you to read the privacy statements of each and every website that you visit. 

 

8. WHAT CHOICES DO I HAVE REGARDING MY PERSONAL INFORMATION? 

 

Your preferences about how we use your information are important to us and, when possible, we aim to honor them. We offer the following choices that you can exercise with regard to your Personal Information.  

 

  • Access and modify your Personal Information. We allow you to access certain information about you, such as name, account and user profile information, mailing address, and phone number, for the purpose of viewing, and in certain situations, updating that information. When you update information, however, we may maintain a copy of the unrevised information in our records. [INSERT PROCESS FOR ACCESS AND MODIFICATION] 
  •  
  • Removing information.  If you would like us to remove your records from our system, you may request deletion of your account with us by sending an e-mail to privacy@newtopia.com. Please note that some information may remain in our records after deletion of your account, including any information or records we are legally or contractually obligated to retain. If you do not wish to receive email or other mail from us, please indicate this preference by emailing us at privacy@newtopia.com.  

 

  • Opt-outs and Marketing Communications. You can request to manage marketing and certain other communications and certain other notifications by emailing us using the information below or the “Unsubscribe” link in our emails. Managing Cookies and Other Data Collection TechnologiesYou have a number of options to manage or limit how we and our vendors use Cookies and other Data Collection Technologies: 
  • To prevent your data from being used by Google Analytics, you can install Google’s opt-out browser add-on
  • You may be able to disable cookies or choose the types of cookies you wish to allow. Please refer to your browser settings. 

9. NOTE TO INTERNATIONAL USERS 

 

Our Services are intended for individuals located in the United States and Canada.  If you visit our Services or contact us from outside of the United States, please be advised that (1) any information you provide to us or that we automatically collect will be received in the United States and may be transferred to other jurisdictions; (2) that by using our Services or submitting information, you explicitly authorize its processing in the United States and subsequent transfers outside the United States in accordance with this Privacy Policy; and that U.S. law may not offer the same privacy protections as the law of your jurisdiction. 

 

10. YOUR CALIFORNIA PRIVACY RIGHTS 

 

If you are a California resident and have provided your Personal Information to us, you may request information once per calendar year about our disclosures of certain categories of your Personal Information to third parties for their direct marketing purposes. You may submit such requests by emailing us at privacy@newtopia.com with the subject line “California Privacy Rights” or by mail using the address below. 

 

11. HOW DO WE PROTECT CHILDREN’S PERSONAL INFORMATION? 

 

The Services are not designed for, intended to track, or directed towards children under the age of thirteen. We do not knowingly allow or solicit anyone under the age of thirteen (13) to participate independently in any of the Services and we do not knowingly collect Personal Information from children. If a parent or guardian becomes aware that his or her child has provided us with Personal Information, please contact us by sending an e-mail to privacy@newtopia.com. If we become aware that a user of the Services is under the age of thirteen (13) and has provided us with Personal Information without prior parental consent, we will delete such Personal Information from our files. 

 

12. CHANGES TO THIS PRIVACY POLICY 

 

By using the Services, you agree to the current Privacy Policy and our Terms. We reserve the right, in our sole discretion, to modify, discontinue, or terminate the Services. Use of information we collect now is subject to the Privacy Policy in effect at the time such information is used or disclosed.  

If we make material changes in the way we process Personal Information, we will notify you by posting an announcement on our website or sending you an email. By continuing to access or use the Services after we have posted a modification or have provided you with notice of a modification, you affirmatively acknowledge and consent to the changes in the Privacy Policy. If the modified Privacy Policy is not acceptable to you, your only recourse is to cease accessing or using the Services. 

 

13. CONTACT US 

 

If you have any questions or concerns regarding privacy on our Services, please send us a detailed message at privacy@newtopia.com or at the address below. We will make every effort to resolve your concerns. Newtopia Inc., 4101 Yonge Street, Suite 706, Toronto, Ontario, Canada M2P 1N6.  

 

Newtopia Terms of Use 

 

Please carefully read these Terms of Use (the “Terms”) and our Privacy Policy at https://newtopia.com/b2b/privacy-policy/, which is incorporated by reference into the Terms. The Terms govern your access to and use of https://www.newtopia.com; any other digital service that we own or operate, including any websites, linked pages, features, content, or mobile applications; and the services we offer through and in association with the digital offerings (collectively, the “Services”).  

 
Your access to and use of the Services is expressly conditioned on your acceptance of and compliance with these Terms. By using the Services, you confirm that you understand and agree to the provisions contained in these Terms. If you do not understand these Terms, please contact us using the information below. If you do not agree to these Terms, you may not use the Services. 

 

If you have been authorized to, and are helping another person visit our Services, these Terms constitute a legally binding agreement between both the helper and the person being helped and Company. 

 

IMPORTANT NOTICES

 

  • THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE DISPUTES THROUGH ARBITRATION ON AN INDIVIDUAL BASIS AND NOT PART OF ANY CLASS OR REPRESENTATIVE ACTION. PLEASE REFER TO THE “DISPUTE RESOLUTION” SECTION BELOW. 

 

  • THE SERVICES ARE FOR CONSUMER EDUCATIONAL USE ONLY. THE SERVICES SHOULD NOT BE CONSIDERED, OR USED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE OR TREATMENT, AND WHILE THE SERVICES PROVIDE INFORMATION, WE CANNOT AND DO NOT DIAGNOSE YOUR HEALTH CONDITIONS. ALWAYS CONSULT A PHYSICIAN OR OTHER HEALTHCARE PROVIDER. 

 

  • FOR PERSONAL MEDICAL ATTENTION AND ADVICE; DON’T USE THE SERVICES AS A SUBSTITUTE FOR CONSULTING WITH YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER. USE OF THE SERVICES IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.  

 

  • THESE TERMS CONTAIN IMPORTANT REQUIREMENTS, RESTRICTIONS, CONDITIONS, AND OTHER PROVISIONS THAT AFFECT YOUR RIGHTS.  WE ENCOURAGE YOU TO READ THEM CAREFULLY. 

 

  1. APPLICABILITY OF THESE TERMS

 

These Terms apply to all users of the Services, including users who are also contributors of content, information, and other materials or services in the Services. If you do not agree with these Terms, you are not authorized to access or use any portion of the Services in any manner, for any purpose. Your use of any Services with which we may be affiliated may be subject to additional terms, including terms and conditions provided by a third party (“Additional Terms”). If you do not agree with any of the Additional Terms, you are not authorized to use the Services which are subject to such Additional Terms.  

 

In order to receive certain Services, you must register, as more fully described below in the section entitled “Registration.” The Services are available only to individuals who are at least eighteen (18) years old. You represent and warrant that you have the legal ability (capacity) to enter into a binding contract and are at least eighteen (18) years old, and that all registration information you submit is accurate and truthful. The Company may, in its sole discretion, refuse to offer the Services to any person or entity and change our eligibility criteria at any time for any reason. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions. 

 

  1. OUR SERVICES

 

As part of the Services, we offer programs, including as web-based health coaching services, for changing certain behaviors, which may result in health problems. Our Services may include, without limitation, the following: 

 

  • The ability to access health information shared by you and others through our Services, augmented with information collected about you through authorized third parties (e.g., suppliers of scales, or wearable devices such as FitBit) and build an online community related to your weight loss and health goals. 
  • Access to other information about Company and our products and/or services through the various websites we own and operate, including, without limitation, the Newtopia.com website and domain name, and any other features, content, or applications offered from time to time by Company in connection therewith. 
  • The ability to interact with relevant Company personnel in a timely and effective manner from the time of initial application and throughout the course of program participation. 
  1. NO MEDICAL ADVICE

 

THE SERVICES DO NOT INCLUDE THE PROVISION OF MEDICAL CARE BY COMPANY. RATHER, THE SERVICES ENABLE REGISTERED USERS TO ACCESS HEALTH COACHING TOOLS AND RESOURCES, INCLUDING A HEALTH COACH, AND LIMITED WEB, TELEPHONE, EMAIL OR SMS (OR SIMILAR) SUPPORT. HEALTH COACHES ARE NOT LICENSED PHYSICIANS. COMPANY DOES NOT EMPLOY OR CONTRACT WITH PHYSICIANS TO PROVIDE MEDICAL CARE TO YOU. COMPANY DOES NOT OFFER MEDICAL ADVICE OR DIAGNOSES TO YOU, OR ENGAGE IN THE PRACTICE OF MEDICINE. OUR SERVICES ARE NOT INTENDED TO BE, AND DO NOT CONSTITUTE, A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR CARE AND ARE OFFERED FOR INFORMATIONAL PURPOSES ONLY. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS REGARDING YOUR MEDICAL CONDITION OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ IN CONNECTION WITH OUR SERVICES. TO THE EXTENT YOU RECEIVE MEDICAL CARE CONSEQUENT TO THE SERVICES, YOUR TREATING MEDICAL PROFESSIONAL IS RESPONSIBLE FOR OBTAINING YOUR INFORMED CONSENT TO ANY MEDICAL DIAGNOSIS OR CARE, INCLUDING WITHOUT LIMITATION, YOUR CONSENT TO USE TELEMEDICINE IN THE COURSE OF YOUR CARE TO THE EXTENT SUCH CONSENT IS REQUIRED BY APPLICABLE STATE LAW. SUCH TREATEMENT IS SEPARATE FROM AND UNRELATED TO THE SERVICES PROVIDED BY COMPANY. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY PARTICULAR DRUG, SUPPLEMENT, REGIMEN OR CARE IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. 

 

  1. NO EMERGENCY SERVICES

 

THE SERVICES ARE FOR NON-EMERGENCY PURPOSES ONLY. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THE SERVICES. IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR CARE, OR IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN EMERGENCY ROOM. THE SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY OR TIME-CRITICAL CALLS OR COMMUNICATIONS TO ANY TYPE OF HOSPITAL, LAW ENFORCEMENT AGENCY, MEDICAL CARE UNIT, OR ANY OTHER KIND OF EMERGENCY OR TIME-CRITICAL SERVICE. If Company becomes aware of or contemplates an emergency, Company may, at its sole discretion secure from any licensed hospital, physician, and/or medical personnel (“Emergency Responders”) any emergency care deemed necessary by Company for your immediate care. You understand and agree that, in the event that Company does take any action with respect to securing Emergency Responders on your behalf, you, not Company, will be solely responsible for payment of any and all medical services rendered in connection with any such care. 

 

  1. PRIVACY AND YOUR PERSONAL INFORMATION

 

These Terms here incorporate by reference the Company’s current Privacy Policy.  By agreeing to these Terms, you are also agreeing to the terms of the Company’s Privacy Policy and consenting to the use and disclosure of information provided to Company as set forth herein.  For inquiries in regard to the Privacy Policy, or to report a privacy-related problem, please contact privacy@newtopia.com. The Services may include the ability to connect with a small social network of people diagnosed with certain medical conditions, including metabolic syndrome. BY VISITING OR USING THE SERVICES, YOU CONSENT TO OUR COLLECTION, USE AND DISCLOSURE OF YOUR PERSONAL INFORMATION, INCLUDING HEALTH-RELATED INFORMATION SUCH AS YOUR MEDICAL CONDITIONS, IN ACCORDANCE WITH OUR PRIVACY POLICY. IF YOU DO NOT CONSENT TO THE DISCLOSURE OF THIS INFORMATION, YOU SHOULD NOT ACCESS OR USE THE SERVICES.  

 

  1. CONDITIONS OF LICENSE

 

As a condition of use, you agree not to use the Services for any purpose that is prohibited by these Terms. The Services (including, without limitation, any Content or User Submissions (both as defined below)) are provided only for your own personal, non-commercial, limited use in accordance with these Terms.  

 

You are responsible for all of your activity in connection with the Services. For purposes of these Terms, the term “Content” includes, without limitation, any advertisements, advice, suggestions, videos, audio clips, written forum comments, information, materials, data (obtained about you through the Services or from third parties), text, photographs, images, software, scripts, art, graphics, logos, button icons and interactive features generated, provided, or otherwise made accessible by or to Company or its partners on or through the Services.  

 

Without limitation, you shall not, and shall not permit any third party to, directly or indirectly (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Services, that: 

 

  • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;  

 

  • is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane;  

 

  • constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);  

 

  • involves commercial activities and/or sales without Company’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; 

 

  • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party; or  

 

  • impersonates any person or entity, including any employee or representative of Company. 

 

Additionally, you shall not: 

  • take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure; 
  • interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; 
  • bypass any measures Company may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); 
  • run Maillist, Listserv, any form of auto-responder or “spam” on the Services; or (e) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Services. 

You shall not (directly or indirectly): 

  • decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction; 
  • modify, translate, or otherwise create derivative works of any part of the Services; or 
  • copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations. 

 

The Company reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if the Company is concerned that you may have violated these Terms), or for no reason at all. 

 

  1. REGISTRATION

 

As a condition to using certain aspects of the Services, you will be required to register with the Company and select a password and screen name (“Company User ID”). If you want to use those aspects of the Services, then you shall provide the Company with true, accurate, complete, and current registration information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your Company account. For greater certainty, but without limitation, you shall not (a) select or use as a Company User ID a name of another person with the intent to impersonate that person; (b) use as a Company User ID a name subject to any rights of a person other than you without appropriate authorization; or (c) use as a Company User ID a name that is otherwise offensive, vulgar or obscene. The Company reserves the right to refuse registration of, or cancel a Company User ID in its sole discretion. You are solely responsible choosing your Company User ID and for activity that occurs on your account. Additionally, you shall be responsible for setting your account password, as well as maintaining its confidentiality. You shall never use another user’s account without such other user’s express permission. You will immediately notify the Company in writing of any unauthorized use of your account, or other account related security breach of which you become aware.  

 

  1. ADDITIONAL TERMS APPLICABLE TO NEWTOPIA GENETICSTMTESTING  

 

As part of the Services, you may decide to participate in the Newtopia GeneticsTM program which includes taking a genetic sample of your cells and/or obtaining information on your family medical history. Newtopia Genetics TM is for research and educational use only. Your enrollment in Newtopia GeneticsTM program is effective upon acceptance of the following additional terms: 

  • You acknowledge that Newtopia Genetics is not designed to diagnose disease or medical conditions, and it is not intended to provide medical advice.  If you have concerns or questions about what you learn through your Newtopia Genetics test, you should discuss them with your Newtopia Coach, your physician, or both. 

 

  • You acknowledge that for the Newtopia recommendations to be more efficacious, and for the integrity of the research, the sample provided, if you agree to provide a sample, must be from the person for whom the recommendation is performed. 

 

  • You represent and warrant that the sample you provide is of your own cells. Alternatively, if you providing a sample on behalf of a person for whom you have legal authorization, you represent and warrant the sample provided, if any, is a sample from that person. 

 

  • You grant permission to the Company, its employees, contractors, and assignees to perform genotyping services on the DNA extracted from the sample and to disclose the results of analyses performed on the DNA to Newtopia, which will share the results with you and only others that you specifically authorize. 

 

 

  • You represent and warrant that you are not an insurance company or an employer, or an agent on behalf of an insurer, employer or otherwise, attempting to obtain information about an insured person or an employee. 

 

  • You take responsibility for all possible consequences resulting from the sharing of access to any third party to my genetic and other contributed information, in accordance with applicable consent forms and the Privacy Policy. 

 

  • You understand that your genetic and other contributed personal information will be stored in Newtopia’s secure research databases and used only as described in the Privacy Policy and applicable consent forms. 

 

  • You understand that the results of the genetic test may provide you with information that you do not anticipate. 

 

  • You understand that the testing process and the report provided to you may contain errors.  You understand that if there are errors, the Newtopia recommendations may differ from those that the Company would have provided had there been no errors.  

 

  • You understand that sharing your genetic data with others could result in the information being used in ways adverse to your interests.  We recommend that you share your results only with trusted third parties, such as your physician.   

 

  • You acknowledge that Newtopia may enter into agreements with third party organizations to conduct scientific research on data collected by Newtopia. You give permission to Newtopia, its assigns, and such third parties conducting scientific research to use your anonymized data for such research and to publish results of research as described herein, so long as the results do not personally identify you.  

 

  • You acknowledge that you have no expectation of any financial benefit from Newtopia as a result of having your genetic data processed or shared with research third parties. 

Newtopia is not a genetic testing lab, a medical genetics company or a clinical service that diagnoses diseases or provides medical or clinical genetic tests, advice or reports. Newtopia uses the information from a physician prescribed genetic test, gathered and analyzed by a Clinical Laboratory Improvement Amendments laboratory, for research study purposes and to guide the customization of personalized lifestyle plans combining nutrition, exercise and behavior management.  

You can cancel or change your decision at any time by writing Newtopia, Inc. at privacy@newtopia.com, so that future sharing or use is not permitted. If you cancel/change your decision to share information, it may affect the availability to you of Newtopia services or products. 

  1. COMMUNICATING WITH YOU

 

As part of the Services, you may receive from us email and other communications, such as text messages, voice calls, alerts, and other electronic communications relating to, certain marketing communications, service announcements, and administrative messages. You consent to receive such communications and agree that any such communications that we send to you shall be legally effective when sent. You agree that any notices sent by us by email satisfy any requirement that the notices be provided in writing. If you do not agree, do not accept this Agreement. You may have the right to withdraw your consent to receiving certain electronic communications, and, when required by law, we will provide you with paper copies of all documents and records upon request. You may do so by contacting us at the phone number or email address provided under the “How to Contact Us” section at the end of these Terms. If you withdraw your consent, we reserve the right to terminate our agreements with you. To receive or access the notices we send via email, you must have Internet access and a computer or device with a compatible web browser. You will also need software capable of viewing files in Portable Document format (“PDF”). To retain the notices we send you, your device or computer must have the ability to download and store electronic communications, including PDF files. By accepting these terms, you verify that you are able to receive, access, and retain the notices we may send. You may change your email address for notification purposes at any time by contacting us at the phone number or email address provided under the “How to Contact Us” section at the end of these Terms.  

 

PLEASE NOTE THAT WHEN YOU CONTACT US BY EMAIL OR TEXT, SUCH COMMUNICATION MAY NOT BE SECURE BECAUSE IT TRAVELS OVER UNSECURE COMMUNICATION LINES. BY SENDING ANY CONFIDENTIAL OR PERSONAL INFORMATION TO US VIA EMAIL OR TEXT, OR AGREEING TO RECEIVE ELECTRONIC COMMUNICATIONS FROM US THROUGH EMAIL OR TEXT, YOU ACKNOWLEDGE AND ACCEPT ANY RISK AND DAMAGE ARISING FROM DISCLOSURE OF SUCH INFORMATION IN THE COURSE OF TRANSMISSION. 

 

  1. 10.FEES AND PAYMENT

 

The Company does not currently require payment of fees for Services, from participants. Fees are currently covered by employers of participants or by the health insurance program. However, the Company reserves the right to require payment by participants of fees for certain features of the Services. Should we do so, and notify you, and should you then elect to subscribe to such features after being notified of the feature and pricing, then you shall pay all applicable fees, as described on the Services in connection with such features. The Company reserves the right to change its price list and to institute new charges at any time, upon prior notice to you, which may be sent by physical mail, email or posted on the Services. Use of the Services by you following such notification constitutes your acceptance of any new or increased charges. 

 

  1. THIRD-PARTYWEBSITES AND MATERIALS 

 

The Services may allow you to display, use, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites (“Third Party Websites”). For example, the Services may integrate and use a scale or wearable device through a third party provider such as BodyTrace or FitLinxx. In such an event, before using these Services, you must agree to the third party’s Terms of Use and Privacy Policy. When you allow the use of any Third Party Materials or access any Third Party Websites, you do so at your own risk, and you understand and agree that you are solely responsible for reading and understanding any terms of use and/or privacy policies that apply to such Third Party Materials or Third Party Websites. These Third Party Materials and Third Party Websites are not under the Company’s control, and the Company is not responsible or liable for the availability, reliability, content, functions, accuracy, legality, appropriateness, services, materials or any other aspect of such Third Party Materials or found through the use of any Third Party Websites that link to or from the Services or are otherwise referenced in the Services. The Company is providing these Third Party Materials and links to Third Party Websites for your convenience, and you understand that the Company does not have control over the content and performance of any Third Party Websites and the Company is not responsible for the content and/or performance of any such Third Party Websites. The inclusion of any such Third Party Materials or links in the Services does not imply endorsement by the Company or any association with the third party website’s operators. The Company also does not accept any responsibility for technical failures or for unauthorized access of user transmissions by any third parties. The providers of Third Party Materials and Third Party Websites (each, a “Third Party Service Provider”) may collect and use certain information about you, as specified in their privacy policies and terms of use. Prior to using or providing any information to any Third Party Service Provider, you should review their privacy policy and terms of use. If you do not understand or do not agree to the terms of a Third Party Service Provider’s privacy policy and/or terms of use, you should not use the related third party services.  

 

THE COMPANY HEREBY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY OF YOUR INFORMATION COLLECTED OR USED BY ANY THIRD PARTY SERVICE PROVIDER. IN ADDITION, YOU AGREE THAT THE COMPANY WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, SOFTWARE, MATERIALS OR SERVICES PROVIDED BY ANY THIRD PARTIES, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SERVICE PROVIDERS LINKED THROUGH THE SERVICES, AND YOU AGREE TO ASSUME ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES, LOSS, OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM OR ALLEGED TO HAVE RESULTED FROM YOUR USE OF THIRD PARTY MATERIALS AND THIRD PARTY WEBSITES. 

 

  1. COMPANY, CONTENT, INTELLECTUAL PROPERTY

 

The Services and the Content are protected under United States and international intellectual property, copyright, trademark, patent, trade secret and other laws. The Services and the Content are the sole property of the Company. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services. You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit the Services or any Content or third party submissions or other proprietary rights not owned by you, (a) without the consent of the respective owners or other valid right, and (b) in any way that violates any third party right. You may, to the extent the Services expressly authorize you to do so, download or copy the Content, and other items displayed on the Services for download, for personal use only in accordance with these Terms, provided that you maintain all copyright, trademark and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, non-commercial use in accordance with these Terms is expressly prohibited without prior written permission from the Company, or from the copyright holder identified in such Content’s copyright notice. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will the Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted or otherwise made available via the Services. Subject to your compliance with these Terms, as revised (and any other terms governing your use of the Services) you are granted a personal, non-exclusive, non-transferable, non-sublicenseable, revocable, limited right to enter our Site and use the Services. All rights in and to the Services not expressly granted in these Terms are hereby reserved and retained by the Company. Newtopia and its logo, (the “Company Marks”) are trademarks or registered trademarks of Newtopia, Inc. Other trademarks, service marks, graphics and logos appearing on the Services may be the property of third parties (the “Third Party Marks”). Neither your use of the Services nor these Terms grant you any right, title or interest in or to, or any license to reproduce or otherwise use, the Company Marks or any Third Party Marks. 

 

  1. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK

 

If you rely on the Services, you do so solely at your own risk. We are not responsible for the accuracy, reliability, availability, effectiveness, or correct use of information you receive through the Services. Use of the Services should not replace your good judgment and common sense. The Services are not a replacement for or intended to be a substitute for medical advice from a qualified Health Care Provider. We recommend that you consult with a qualified Health Care Provider with respect to any matter relating to your physical or mental health, especially symptoms that may require diagnosis or medical attention. Only a qualified Health Care Provider can provide you with advice on what is safe and effective for you. Never disregard professional medical advice or delay seeking it because of something you have read/seen on the Services. 

 

  1. USER SUBMISSIONS

 

The Services may provide you with the ability to create, upload, submit, disclose, distribute or otherwise post (hereafter, “posting”) content (including personal health information), videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, works of authorship or other information related to the Services, including without limitation any feedback or suggestions for improvements, enhancements, or error corrections (collectively, “User Submissions”).  

 

By making User Submissions available on or through the Services you hereby grant to us a non-exclusive, transferable, sublicensable, worldwide, perpetual, royalty-free license to use, copy, modify, publicly display, publicly perform, reproduce, translate, create derivative works from, and distribute User Submissions, in whole or in part, including your name and likeness, in any media, advertising and promotion, including social and electronic means. 

 

You are responsible for User Submissions. You represent and warrant that you own User Submissions or that you have all rights necessary to grant us the license, releases and waivers with respect to the Company’s use of User Submissions as described in these Terms.  If you have not yet signed or entered into a Photo/Video/Testimonial release form with the Company for the sharing of User Submissions, you will promptly do so or will be deemed to have done so by virtue of your acceptance of these Terms and sharing of User Submissions to and/or via the Services. 

 

You understand and agree that the Company has the right to create, use, and disclose such User Submissions after they have been de-identified in accordance with 45 CFR § 164.514. You understand that the Company shall have the right to de-identify, reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that the Company will not be liable for any errors or omissions in any content; and that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. The Company does not endorse and has no control over any User Submissions. The Company cannot guarantee the authenticity of any data which users may provide about themselves. The Company has no obligation to you to monitor the Services, Content, or User Submissions. The Company may remove any User Submission at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Submission), or for no reason at all. You understand that the Company shall have the right, but not the obligation, to record or monitor for quality assurance and training purposes all telephonic, e-mail and other forms of communication. By accepting these Terms, you consent to any such recording or saving. 

 

You acknowledge that you have no right to inspect or approve of any printed matter that may be used in connection with User Submissions, and that the matter and materials in which User Submissions are used may be modified, edited or combined with other materials at the Company’s sole discretion.  We may, in our sole discretion, alter, remove, or refuse to display any of User Submissions, and may forbid you from posting, uploading, storing, sharing, sending, or displaying User Submissions to and via the Services. You understand and consent to the possibility that any of User Submissions may become distorted in character and/or form. 

 

You, on behalf of yourself, your heirs, executors and administrators, hereby forever waive, release, discharge and agree to hold harmless the Company and its producers and photographers or videographers, and their respective officers, directors, employees, agents, successors and assigns and anyone authorized by any of them, including any person or firm publishing and/or distributing the finished product, from any and all losses, damages, costs, expenses, rights, claims, demands, liability and actions, which may result from any use of the advertising or other materials incorporating or relating to User Submissions, including any distortion of likeness that may occur in the taking, processing, reproduction, publication or distribution of such photographs or videos, including without limitation any claim for libel, slander, defamation, invasion of right or privacy/publicity, false light or any other claim arising from or relating to the exercise of rights granted the foregoing Sections. 

 

  1. CHANGES IN SERVICE

 

Newtopia may change or discontinue, temporarily or permanently, any feature or component of the Services at any time without notice. The Company may change or terminate, temporarily or permanently, your access to all or any feature or component of the Services at any time, with or without cause, with or without notice, which may result in the forfeiture and destruction of all information associated with your account. Upon termination of your right to use our Services or our termination of the Services, all licenses and other rights granted to you by these Terms will immediately terminate. If you wish to terminate your account, you may do so by notifying your Health Coach. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. The Company is not liable to you or to any third party for any modification, suspension, or discontinuance of any feature or component of the Services. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by the Services without prior notice to you. 

 

  1. WARRANTY DISCLAIMER

 

THE COMPANY HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU. THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF THE SERVICES.  THE COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR THE STATED PURPOSE. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.  

 

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

 

  1. INDEMNIFICATION

 

You shall defend, indemnify, and hold harmless the Company, its affiliates and each of its, and its affiliates employees, contractors, directors, officers, suppliers successors, assigns and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to: (a) your use or misuse of, or access to, the Services, Content or otherwise from your User Submissions; (b) your breach of these Terms; (c) your violation or alleged violation of any applicable federal, state or local laws, rules and/or regulations; or (d) infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses. 

 

  1. LIMITATION OF LIABILITY.

 

IN NO EVENT SHALL THE COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT): (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (C) FOR YOUR RELIANCE ON THE SERVICES; OR (D) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00).  

 

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NEWTOPIA AND YOU. 

 

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IF YOU RESIDE IN SUCH A JURISDICTION. WE ARE NOT LIABLE TO ANY PERSON OR USER FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF ANY OTHER PARTY.  

 

When using the Services, information will be transmitted over a medium which may be beyond the control and jurisdiction of the Company, its participants and/or its vendors. Accordingly, the Company assumes no liability for or relating to the delay, unintended disclosure, failure, interruption or corruption of any data or other information transmitted in connection with use of the Services.  

 

  1. INTERNATIONAL USE

 

Our Services are intended for individuals the age eighteen (18) and older located in the United States and Canada. The Company makes no representation that the Services are appropriate or available for use in locations outside of the United States and Canada, and accessing the Services is prohibited from territories where such Services are illegal. If you access the Services from outside the United States, please be advised that (1) any information you provide to us or that we automatically collect will be received in the United States and may be transferred to other jurisdictions; and (2) that by using our Services or submitting information, you explicitly authorize its processing in the United States and subsequent transfers outside the United States in accordance with our Privacy Policy. 

 

  1. DISPUTE RESOLUTION

 

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES US TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. 

 

YOU AND NEWTOPIA AGREE THAT ANY DISPUTE BETWEEN YOU AND NEWTOPIA ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES (COLLECTIVELY, “DISPUTES”) WILL, TO THE EXTENT PERMITTED BY LAW, BE GOVERNED BY THE ARBITRATION PROCEDURE OUTLINED BELOW, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. 

 

THE PARTIES AGREE THAT THE ARBITRATOR, AND NOT ANY FEDERAL, STATE, OR LOCAL COURT OR AGENCY, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTES RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY OR FORMATION OF THIS AGREEMENT TO ARBITRATE, INCLUDING ANY CLAIM THAT ALL OR ANY PART OF THIS AGREEMENT TO ARBITRATE IS VOID OR VOIDABLE.  THE ARBITRATOR SHALL ALSO BE RESPONSIBLE FOR DETERMINING ALL THRESHOLD ARBITRABILITY ISSUES, INCLUDING ISSUES RELATING TO WHETHER THE TERMS ARE UNCONSCIONABLE OR ILLUSORY AND ANY DEFENSE TO ARBITRATION, INCLUDING WAIVER, DELAY, LACHES OR ESTOPPEL. 

 

TO THE FULLEST EXTENT PERMITTED BY LAW: (I) YOU EXPRESSLY WAIVE ANY RIGHT YOU MAY HAVE TO ARBITRATE A DISPUTE AS A CLASS ACTION; AND (II) YOU ALSO EXPRESSLY WAIVE YOUR RIGHT TO A JURY TRIAL.  

 

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.  HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT AND MUST FOLLOW THE TERMS OF USE AS A COURT WOULD. 

 

THE ARBITRATION WILL BE HELD IN NEW YORK.  IF THIS LOCATION IS NOT CONVENTIENT FOR YOU, PLEASE LET US KNOW.  WE WILL WORK WITH YOU TO DETERMINE A MUTUALLY CONVENIENT LOCATION.  ANY DISAGREEMENTS REGARDING THE FORUM FOR ARBITRATION WILL BE SETTLED BY THE ARBITRATOR. 

 

IT IS IMPORTANT THAT YOU UNDERSTAND THAT BY ENTERING INTO THESE TERMS OF USE, YOU AND NEWTOPIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AGAINST THE OTHER PARTY FOR CLAIMS THAT ARE COVERED BY THIS “DISPUTE RESOLUTION” CLAUSE. THE ARBITRATOR’S DECISION WILL BE CONCLUSIVE AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. 

 

IN THE EVENT THAT ARBITRATION IS NOT PERMITTED BY APPLICABLE LAW: (I) THE PARTIES EXPRESSLY AGREE THAT ANY DISPUTE WILL BE BROUGHT AND HEARD SOLELY AND EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF COMPETENT JURISDICTION LOCATED IN NEW YORK CITY, NEW YORK.  THE PARTIES WAIVE ANY PLEA OR DEFENSE THAT SUCH COURTS ARE NOT THE APPROPRIATE VENUE OR THAT THEY ARE NOT SUBJECT TO PERSONAL JURISDICTION OF SUCH COURTS. 

 

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, TO THE EXTENT EITHER PARTY IN ANY MANNER HAS VIOLATED OR THREATENED TO VIOLATE THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, THE NON-BREACHING PARTY MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION. 

 

  • ADMISSIBILITY OF TERMS: A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  

 

  • GOVERNING LAW: These Terms shall be governed by and construed in accordance with the laws of the New York state, excluding its conflicts of law rules, and the United States of America.  

 

  • ARBITRATION PROCEDURES: Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by binding arbitration using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS.  

 

  • ARBITRATION FEES: If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth by JAMS. Regardless of who initiates arbitration, the Company will pay your share of arbitration fees (not including your attorneys’ fees) up to a maximum of $2,500.  If the arbitrator rules against the Company, in addition to accepting whatever responsibility is ordered by the arbitrator, the Company will reimburse your reasonable attorneys’ fees and costs up to a maximum of $5,000, regardless of who initiated the arbitration, unless the arbitrator finds some or all of your claims to be frivolous or to have been brought in bad faith.  In addition, if the arbitrator rules in the Company’s favor, it will not seek reimbursement of our attorneys’ fees and costs, regardless of who initiated the arbitration, unless the arbitrator finds some or all of your claims to be frivolous or to have been brought in bad faith. 

 

  • NO CLASS ACTIONS. YOU MAY ONLY RESOLVE DISPUTES WITH COMPANY ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED UNDER OUR AGREEMENT. 

 

  • LIMITATION ON CLAIMS. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR ELSE THAT CLAIM OR CAUSE OF ACTION WILL BE BARRED FOREVER. 
  1. INTEGRATION AND SEVERABILITY

 

Except as otherwise stated herein, these Terms constitute the entire and exclusive understanding and agreement between you and the Company with respect to the Services, and these Terms supersede all prior or contemporaneous oral or written communications and proposals (between you and the Company with respect to the Services.  

 

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction or arbitrator, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. 

 

  1. MISCELLANEOUS

 

The Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference).  

 

These Terms are personal to you.  You may not assign, delegate, transfer or sub-license these Terms, by operation of law or otherwise, without the Company’s prior written consent. The Company may assign, transfer, or delegate any of its rights and obligations hereunder without your consent. Our licensors, if any, may be entitled to enforce these Terms as third-party beneficiaries. There are no other third-party beneficiaries to these Terms. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns. 

 

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.  

 

All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. 

 

The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Newtopia. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise 

 

  1. DIGITAL MILLENNIUM COPYRIGHT ACT POLICY

 

Newtopia respects the intellectual property of others and asks that users of the Services do the same. To comply with the Digital Millennium Copyright Act (contained within Title 17, U.S. Code) (the “DMCA”), Newtopia has implemented the following policy, which provides for the prompt removal of your content that allegedly infringes others’ intellectual property rights. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want the Company to delete, edit, or disable the material in question, please provide  the following information from the Company’s Designated Agent (listed below):  

 

  • a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;  

 

  •  identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;  

 

  • identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material;  

 

  • information reasonably sufficient to permit the Company to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;  

 

  • a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and  

 

  • a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to the Company’s designated agent at:  

 

Newtopia’s Designated Agent: The following the Company’s Designated Agent for receiving notifications of claimed copyright infringement: 

 

Jeffery Ruby 

Newtopia, Inc.  

4101 Yonge Street, Suite 706,  

Toronto, Ontario, Canada M2P 1N6.  

Attn. Legal Department. 

 

Counter-Notification to Claimed Copyright Infringement: Under the DMCA, if a notice of copyright infringement has been filed against your User Submission, you may make a counter-notification with Newtopia’s Designated Agent listed above. The counter-notification must be in writing and include the following information: 

 

  • your physical or electronic signature; 
  • identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; 
  • a statement by you under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and 
  • your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which you are located (or in the State of New York, U.S.A., if you reside outside of the U.S.), and that you will accept service of process from the person who filed the notice of copyright infringement or an agent of such person. 

If Newtopia receives a valid counter-notification, it may reinstate the removed or disabled content in accordance with the DMCA.  Please note that under the DMCA, any person who knowingly makes material misrepresentations in a notification of claimed infringement or in a counter-notification may be liable for damages. 

 

  1. CHANGES TO THESE TERMS

 

We reserve the right, at our discretion, to modify, replace, update or change any of these Terms or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time and for any reason. The Company shall not be liable to you for any such modification, replacement, suspension or discontinuation of your rights to access and use the Services. However, if we make any material changes to these Terms, we will notify registered users by e-mail, post a notice on our home page and/or alert you to such changes by other similar means. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. We will notify you of any changes. If you accept these Terms, but later decide that you want to terminate your account, please contact Participant Support at support@newtopia.com, and the Company will verify and complete your request. 

 

In the event that there is a conflict between these Terms and any additional terms, the additional terms will control.  

 

  1. CONTACT

 

If you have questions or comments about these Terms, you may contact the Company at the following address: Newtopia, Inc. 4101 Yonge Street, Suite 706, Toronto, Ontario, Canada M2P 1N6 or by email at general@newtopia.com.