Acceptance of Agreement

By accessing the Health and Wellness Advisory Panel and becoming a member of www.healthandwellnessadvisorypanel.com, you agree to all the Terms and Conditions of the community. The primary purpose for the creation of your participation in this community is to facilitate market research. However, neither KL Communications, Inc., (KLC) nor its client, Standard Process, endorses the information posted in the community or on the community website. Standard Process is a client of KLC and has engaged KLC to provide the Health and Wellness Advisory Panel and other related services. Your participation in the Health and Wellness Advisory Panel will be governed by these Terms and Conditions and the Health and Wellness Advisory Panel Privacy Policy.

By joining the community, you acknowledge that you have read, understand and accept these Terms and Conditions. Except as expressly authorized in these Terms and Conditions, no personally identifiable information that you provide in connection with your participation in the community will be sold, traded or shared with any other persons or entities other than KLC and Standard Process.

Confidentiality

Your invitation to participate in The Health and Wellness Advisory Panel is personal to you and may not be assigned or transferred to any other person or entity, whatsoever, in any manner, at any time. Your unique, user ID and password are for your use only. You must keep your user ID and password confidential and may not disclose your user ID or password to or permit your user ID or password, directly or inadvertently, to be used by any other person or entity. All content, activities and information within the community may not be shared with any other person or entity. KLC and Standard Process reserve the right to terminate your access to the community without prior notice if you violate these conditions of use.

Notification of Changes

These Terms and Conditions, may be modified, changed or otherwise altered by KLC and Standard Process, at their sole discretion, at any time. Any changes to these Terms and Conditions will be posted on www.healthandwellnessadvisorypanel.com and will be effective immediately upon posting. By continuing to access the community after any change in any Terms and Conditions has been posted on the Health and Wellness Advisory Panel, you are deemed to have read and understood the revised policies and to have agreed to continue to abide by the Terms and Conditions, as revised.

Assignment of Intellectual Property Rights to Standard Process and Waiver of Claims

By participating in the community in connection with the Health and Wellness Advisory Panel and reaping the benefits of participation in the community as offered by KLC and/or Standard Process, from time to time, you understand and agree that you irrevocably assign and transfer to Standard Process any and all right, title and interest in and to any and all content that you generate in the community, including, but not limited to, any ideas or expressions of ideas. All such user content, including, but not limited to, comments, suggestions, graphics, ideas (including, but not limited to, product, sales, marketing and/or advertising ideas) and any and all other information or materials you submit to, download or upload to, or otherwise publish on the Health and Wellness Advisory Panel shall at all times be and remain the exclusive property of Standard Process. This irrevocable assignment of rights includes any and all derivative rights and/or future rights associated with such user content, including the rights to derivative works, even if this community ceases to exist at any time and the Health and Wellness Advisory Panel is removed permanently from the Internet.

By accessing the community, you also expressly disclaim and waive any and all proprietary and/or intellectual property rights in any such user content and you expressly acknowledge unrestricted right to use such user content (or materials or ideas similar to them) in its sole discretion, in any manner Standard Process determines, in any medium, now and in the future, without notice, compensation or other obligation to you or any other person or entity. With the exception of your personally identifiable information, neither KLC, nor Standard Process, shall have any obligation to keep your user content confidential.

In consideration for access to the community, you further hereby irrevocably release and waive any and all rights, actions, proceedings, and/or claims you may have at any time, now and in the future, against KLC, Standard Process and/or their respective owners, affiliates, subsidiaries, officers, directors, successors and assigns, with respect to any intellectual property or other proprietary rights, rights of privacy, publicity rights, rights of attribution, or any other rights that you may otherwise have with respect to such user content under the governing laws of the United States of America.

Privacy

As stated above, to the extent that you also provide any of your personally identifiable information to either KLC or Standard Process as a consequence of your participation in the community or access to the Health and Wellness Advisory Panel, KLC and Standard Process will only use such information in accordance with these Terms and Conditions and the Health and Wellness Advisory Panel Privacy Policy provided by KLC. Please note that by accessing the community, any of your personally identifiable information you submit may be directed to a third-party site administered and hosted by a third-part vendor of KLC and/or Standard Process; provided, however, in any such event, the third-party vendor will have no right to use any such information except as necessary to fulfill its service obligations to KLC and/or Standard Process.

Discretionary Membership

Your membership in and access to the community is strictly at the discretion of KLC and Standard Process, and may be revoked at any time without cause and without notice. You hereby release KLC, Standard Process and/or their respective owners, affiliates, subsidiaries, officers, directors, successors and assigns from any and all liability, now and forever, that may arise at any time in connection with your use of the community.

Code of Conduct

You also hereby expressly agree that you shall not upload, post, submit or transmit to, distribute or otherwise publish in the community or on the Health and Wellness Advisory Panel any materials which (i) restrict or inhibit any other user from using the Health and Wellness Advisory Panel, or contain a virus or other harmful component, (ii) violate any United States laws or violate or infringe any rights of third parties (including patent, copyright, trademark, trade secret rights, rights of privacy or publicity or any other proprietary right), or (iii) are not appropriate or pertinent to the purpose of the Health and Wellness Advisory Panel or that are libelous, discriminatory, defamatory or otherwise offensive. You shall at all times respect and abide by the intellectual property rights, including but not limited to the patents, copyrights, trademarks and other intellectual property and proprietary rights of KLC and/or Standard Process.

Additionally, you also agree at all times to abide by the following Rules of Conduct:

All users must be 18 years of age or older; no one under the age of 18 may enter the community except with the authorized permission of the minor’s guardian. By accessing the community, you represent and warrant that you are at least 18 years of age, or have gotten permission from your guardian.

Only users who have been assigned a personal user ID and password may access the community. User ID’s or passwords may not be disclosed to, shared with or otherwise used by any other person or entity. You must immediately notify KLC if your user ID or password has been lost, stolen, or accessed by or used by another person or entity.

The community is a private, closed community created for the exclusive use of its authorized users, KLC, and Standard Process consistent with these Terms and Conditions. You must at all times keep confidential and not disclose to anyone other than another authorized user of the community or KLC any content that is submitted, posted, published, shared with or uploaded to the community or the Health and Wellness Advisory Panel.

You shall not at any time modify any content that appears on the Health and Wellness Advisory Panel, including any user content and you may not copy, distribute, download, upload, display, post, or transmit any community content, including but not limited to any user content, to any venue other than the Health and Wellness Advisory Panel and associated community.

You shall not use the community to solicit or advertise any commercial activity.

You shall not engage in any behavior that does not support a safe and comfortable environment for all community users, including but not limited to posting or transmitting any threatening, defamatory, sexually graphic, discriminatory, inflammatory, pornographic or profane material or any other material that violates the rights of a third party or that is any other manner deemed to be inappropriate in KLC and/or Standard Process’s sole discretion.

KLC, and Standard Process, reserve the right to determine what behavior and/or materials violate these Rules of Conduct in their respective, sole discretion and to edit or remove all or any portion of any such offensive or inappropriate content from the community and/or the Health and Wellness Advisory Panel in their sole discretion. Any user who violates these Rules of Conduct may be barred from further access to the community and the Website in the sole discretion of KLC, and/or Standard Process. Although KLC, and/or Standard Process may monitor postings and transmissions to the community and the Health and Wellness Advisory Panel, neither company is obligated to do so and neither company shall be liable for any such user content or any other content generated, permissibly or impermissibly, by any person or entity.

You shall not take any action at any time, either directly or indirectly, that imposes an unreasonable or disproportionately large load on The Health and Wellness Advisory Panel or that otherwise interferes with the community.

You shall facilitate the receipt of and shall not block weekly emails to inform you of new community offers and/or activities such as discussion topics and surveys that are available on The Health and Wellness Advisory Panel.

Additional Content/Activity Prohibited

The following is a partial list of the kind of Content that is illegal or prohibited in the community and on the Health and Wellness Advisory Panel. KLC, and/or Standard Process reserve the right to investigate and take appropriate action against anyone who, in KLC, and/or Standard Process’s sole discretion, violates these provisions, including without limitation. Such actions can include removing the offending content from the community and/or terminating the right of any offending user to participate in the community.

Prohibited content includes, but is not limited to content that, in the sole discretion of KLC, and/or Standard Process, that:

is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
harasses or advocates harassment of another person;
exploits adults or children in a sexual or violent manner;
contains nudity, violence, or offensive subject matter or contains a link to an adult website;
promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, discriminatory, defamatory or libelous;
involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming;”
furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to promoting terrorism, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
violates any law, rule, regulation of statute, including any communications laws;
solicits passwords or personal identifying information for commercial, criminal or unlawful purposes from other users;
involves commercial activities and/or sales or marketing activities not authorized and sponsored by KLC such as contests, sweepstakes, barter, advertising, or pyramid schemes;
includes a photograph or other image of another person posted without that person's prior, written consent.
Community Incentives

KLC may administer online in the community at the Health and Wellness Advisory Panel website incentives on a periodic basis.

Incentives are associated with community participation and do not constitute any endorsement or encouragement (implicit or explicit) on the part of KLC, or Standard Process, with respect to any actions on the part of community participants.

Limited Access and Use of the Community

You are granted a limited license to access and use the community solely to participate pursuant to these Terms and Conditions.

Warranty

KLC endeavors to maintain the community, the Health and Wellness Advisory Panel and its operation in good, working order but neither KLC, or Standard Process, are nor can they be, responsible for the results of any bugs, viruses, deficiencies or other defects that may exist at any time in the Health and Wellness Advisory Panel or its operation. KLC and Standard Process each expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to all implied warranties of merchantability or fitness for a particular purpose, title and non-infringement. KLC and Standard Process each make no warranty whatsoever that (i) the operation of the community website will meet the user's requirements; (ii) access to the community website will be uninterrupted, timely, secure, free of viruses, worms or other harmful components, or free of defects or errors; (iii) the results that may be obtained from the use of the community website will be accurate or reliable; or (iv) defects will be corrected. You assume the entire cost of all servicing, repair, or correction that may be necessary for your computer equipment and software as a result of any viruses, errors or any other problems whatsoever you may have as a result of visiting the Health and Wellness Advisory Panel.

Limitation of Liability

Under no circumstances shall KLC, and/or Standard Process, and their respective owners, affiliates, subsidiaries, officers, directors, successors and assigns, be liable for any damages or injury, including any direct, special, incidental, consequential, punitive or other damages, that may result from access to and/or the use of, or the inability to access and/or use, the community and/or the Health and Wellness Advisory Panel or any content or other materials therein, whether in an action arising under contract, negligence or other tort. KLC, and/or Standard Process, and their respective owners, affiliates, subsidiaries, officers, directors, successors and assigns shall not be liable to you under any circumstances, even if KLC, and/or Standard Process, and/or their respective, authorized representative has been advised of the possibility of such claims or damages or such claims or damages are otherwise foreseeable. These include but are not limited to claims and/or damages or injury caused by error, omission, interruption, defect, and failure of performance, delay in operation or transmission, line failure or computer virus, worm, or other harmful component.

Indemnification

The user shall defend, indemnify and hold harmless KLC, and/or Standard Process, and their respective owners, affiliates, subsidiaries, officers, directors, successors and assigns from any claim or demand made by any third party against any of the foregoing indemnified entities arising out of or in connection with your participation in the community and/or the Health and Wellness Advisory Panel, your access to and use of the community website and/or any breach by you of any of these Terms and Conditions.

Jurisdiction and Waiver of Right to Trial by Jury

These Terms and Conditions and any disputes arising under or related to these Terms and Conditions (whether for a claim of a breach of contract, tort, or otherwise) will be governed by the laws of the State of Wisconsin without reference to its conflicts of law principles. You shall submit to jurisdiction in Wisconsin, any cause of action arising hereunder shall be brought in a court in Wisconsin and you hereby accept and submit to the personal jurisdiction of such courts with respect to any legal actions, suits or proceedings hereunder. You also waive to the fullest extent permitted by law any right to a trial by jury in any action, suit or proceeding brought to enforce, defend or interpret any right or remedies under or arising in connection with or relating to, your participation in the community and/or the Health and Wellness Advisory Panel, your use of the community website in any manner, and/or these Terms and Condition.