By using or accessing the Baszucki Group website or any affiliated sites, such as Metabolic Mind (each a “Site”), or using any of the information or services (collectively with each Site, the “Services”) offered by the Baszucki Family Foundation and its affiliates (“Baszucki Group,” “Metabolic Mind”), you acknowledge and agree to the following terms and conditions, which govern your use of the Service (these “Terms”).
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT LIMITATIONS OF LIABILITY, AS PROVIDED IN THE “Disclaimers and Limitations of Liability” SECTION BELOW. IN ADDITION, BY USING ANY SERVICE, YOU AGREE TO ARBITRATE DISPUTES AGAINST BASZUCKI GROUP IN YOUR INDIVIDUAL CAPACITY IN ACCORDANCE WITH THE “Arbitration; Class Action Waiver; Jury Trial Waiver; Enforcement of Terms; Governing Law” SECTION BELOW AND YOU ARE WAIVING YOUR RIGHT TO ACT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Modifications to These Terms and Conditions
Baszucki Group reserves the right, at any time, to modify, alter, and/or update these Terms, and any such modifications, alterations, or updates will be effective upon our posting of the revised Terms. Your continued use of the Services following our posting of any revised Terms will constitute your acknowledgment of, and agreement to, the revised Terms.
To understand how we collect, use and safeguard the information you may provide to us via the Services, including personal information, please review the Baszucki Group Privacy Notice.
Use of the Services
You have a personal, limited, revocable non-exclusive license to access and use the Services solely for the purpose of reviewing the information provided and engaging with the Baszucki Group, and not for any commercial or other purposes. Any use of the Services for any other purpose, unless expressly authorized in writing by Baszucki Group, is strictly prohibited. Without limiting the foregoing, Baszucki Group hereby reserves all other rights in and to the Services.
Without limiting the above, you agree that you will not, and have no right to:
- copy, reproduce, modify, use, republish, upload, post, transmit, sell, resell, license, translate, rent, lease, lend, otherwise distribute or commercially exploit in any way, decompile, reverse engineer, disassemble, otherwise attempt to derive source code from, or modify or create derivative works based on, the Services;
- frame, deep link, or use the Services in any way that might confuse, misdirect, or misrepresent their source, sponsorship or affiliation;
- use any robot, spider or other automatic device, manual process or application or data mining or extraction tool to access, monitor, copy or use the Services, interfere with the Services; provided, however, that general purpose internet search engines that use the foregoing types of tools solely for purposes of displaying hyperlinks to the Services in response to public user-generated searches, and which conduct the data mining/extraction in a clear and transparent manner, using an easily-identifiable agent from stable and recognizable IP addresses in accordance with industry standards (e.g. compliance with robot.txt files);
- take any action that imposes an unreasonable or disproportionately large load on the Services;
- take any action in that violates any applicable local, state, national or international law, rule, regulation or judicial or regulatory order;
- transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually-explicit, pornographic or profane material; or
- otherwise use the Services for any unlawful, fraudulent, or malicious purpose, including, but not limited to, the violation of any intellectual property rights (whether belonging to Baszucki Group or third parties) and distribution of any harmful or malicious code or programming devices (e.g., viruses, malware, ransomware, corrupted files, key locks, back doors, trap doors, timers or other disabling devices) or any other similar software or programs that may adversely affect the operation of the Services, or any other software, hardware, or network (“Malicious Code”).
All Services, any improvements or modifications to such Services, any derivative works based thereon, and the collection, arrangement and assembly of all such Services, are owned exclusively by Baszucki Group or its licensors, and Baszucki Group (and, as applicable, its licensors) reserve all rights therein. The contents of the Services are protected by United States and worldwide copyright and intellectual property laws and treaty provisions. The trademarks, service marks, trade names, logos, and other identifiers used in or in connection with the Services are the proprietary service marks or trademarks of Baszucki Group, its licensors, or third parties, and are protected in the United States and internationally. No copying, modification or use of any of these marks or identifiers may be made without the prior, written authorization of Baszucki Group or its licensors (as applicable). Except as expressly set forth above, nothing in these Terms shall be deemed to grant to you or any other individual or entity any license or right in or to any copyright, trademark, trade secret or other proprietary right, whether owned by Baszucki Group, its licensors, or any other person.
Disclaimers and Limitations of Liability
THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR TITLE; (b) ANY WARRANTY REGARDING THE AVAILABILITY, ACCURACY, RELIABILITY, OPERATION, USE, OR PERFORMANCE OF THE SERVICES OR MATERIALS; (c) ANY WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES, MATERIALS, AND/OR THE SERVER(S) AND CONNECTIONS THAT MAKE THEM AVAILABLE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS OR MALICIOUS CODE; AND (d) ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
IN ADDITION, BASZUCKI GROUP CANNOT AND DOES NOT REPRESENT, GUARANTEE OR WARRANT THAT THE SERVICES ARE ACCURATE, CORRECT, COMPLETE, RELIABLE, OR CURRENT, AND BASZUCKI GROUP IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN, OR ANY CONSEQUENCES RESULTING FROM YOUR RELIANCE ON SUCH INFORMATION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BASZUCKI GROUP, ITS PARTNERS, NOR ANY OF ITS OR THEIR THIRD PARTY SERVICE PROVIDERS OR LICENSORS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE SERVICES, NOR WILL BASZUCKI GROUP, ITS PARTNERS, OR ANY OF ITS OR THEIR THIRD PARTY SERVICE PROVIDERS OR LICENSORS BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND THEIR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BASZUCKI GROUP’S AGGREGATE LIABILITY UNDER THESE TERMS, COMBINED WITH THAT OF ITS PARTNERS AND ITS AND THEIR SERVICE PROVIDERS AND LICENSORS, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS YOU PAID TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD BASZUCKI GROUP, ITS PARTNERS, ITS LICENSORS, AND ITS AND THEIR AFFILIATES, MEMBERS, OFFICERS, DIRECTORS, MANAGERS, PARTNERS, EMPLOYEES, CONSULTANTS, TEMPORARY RESOURCES, AGENTS, SUPPLIERS, SERVICE PROVIDERS, CONTRACTORS, SUBCONTRACTORS, LICENSORS, SUCCESSORS, TRANSFEREES, AND ASSIGNEES HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, ACTIONS, CAUSES OF ACTION, SUITS, CLAIMS, DEMANDS, LOSSES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, DISBURSEMENTS AND COURT COSTS, INCLUDING ANY INCURRED IN ENFORCEMENT OF THIS PROVISION) ARISING FROM OR IN CONNECTION WITH (A) YOUR USE OF THE SERVICES; (B) YOUR VIOLATION OF THESE TERMS; OR (C) YOUR VIOLATION OF ANY LAW OR LEGAL REQUIREMENTS.
BASZUCKI GROUP RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND YOU SHALL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT BASZUCKI GROUP’S WRITTEN CONSENT.
The Services may provide links or references to third party websites, mobile applications, services, or materials which are not provided by, related to, or maintained by Baszucki Group. Baszucki Group has no responsibility for the content thereof, regardless of whether the link is provided by Baszucki Group or a third party, and Baszucki Group shall not be responsible or liable for any damages or injury arising from your access to or use of that content. You should review any terms of service and privacy policies or statements (and similar documents) associated with such third-party websites, applications, services, or materials before use. The display of any link shall not and does not constitute or imply endorsement by Baszucki Group or its partners or its and their licensors of the linked website or any content therein. No judgment or warranty is made with respect to the accuracy, timeliness, or suitability of the content of any website to which the Services may link, including information on such other website regarding Baszucki Group or its partners.
Arbitration; Class Action Waiver; Jury Trial Waiver; Enforcement of Terms; Governing Law
You acknowledge and agree that the terms contained in this Terms are reasonable and necessary, and that your actual or threatened breach of these Terms would give rise to irreparable harm to Baszucki Group for which monetary damages would not constitute an adequate remedy and, in addition to any and all other rights that may be available in respect of such breach or threatened breach, will entitle Baszucki Group to immediate injunctive and other equitable relief without any requirement to post bond.
These Terms are governed and interpreted pursuant to the laws of the State of California, United States of America, notwithstanding any principles of conflicts of law. Baszucki Group makes no representation that the Services, nor the content made available through the Services, are applicable or appropriate for use in all locations. If you use the Services from other locations you are responsible for compliance with applicable local laws. If you take legal action relating to these Terms or your interactions with or relationship to Baszucki Group that is not subject to arbitration as provided below, you agree to file such action only in the state and federal courts located in San Mateo County, California and waive any objection you may have to the venue or forum.
Any controversy or claim between you and Baszucki Group arising out of or relating to these Terms, or breach thereof, including disputes with respect to whether the subject matter of any controversy or claim is within the scope of the Terms, will be resolved by confidential binding arbitration in San Mateo County, California under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and administered by the AAA. The parties explicitly disclaim any applicability of the U.N. Convention on Contracts for the International Sale of Goods to these Terms. All arbitration proceedings will be conducted in English. Such arbitration will have one (1) neutral arbitrator if the amount in controversy is less than one million dollars ($1,000,000) or otherwise before a panel of three (3) neutral arbitrators. Each of the arbitrators must be i) a lawyer licensed to practice law in the United States with a minimum of fifteen (15) years of legal practice or senior level business experience or a retired judge with a minimum of five (5) years of service on the bench, ii) an individual with at least five (5) years of experience as an arbitrator, and iii) on the roster of neutrals of the AAA or similar nationally recognized ADR organization. If the arbitration proceedings shall be conducted before a panel of three neutral arbitrators, the panel shall be selected using the following process: Within fifteen (15) days after the commencement of arbitration, Baszucki Group and you shall each select one person meeting the specified qualifications to act as neutral arbitrator, and the two thus selected shall select a third neutral arbitrator meeting the specified qualifications within fifteen (15) days of their appointment. The third neutral arbitrator shall act as the chair of the arbitration panel. If the arbitrators selected by Baszucki Group and you are unable to or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA.
NEITHER YOU NOR BASZUCKI GROUP WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THESE TERMS. ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHTS OR REMEDIES ARISING HEREUNDER, RELATING TO OR IN CONNECTION WITH THESE TERMS.
If any part of these Terms is found to be unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions.
You represent, warrant and covenant that (i) you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Baszucki Group expressly reserves the right to monitor any and all use of the Services. Baszucki Group also reserves the right to investigate and take legal action against any illegal and/or unauthorized use of the Services. Baszucki Group’s decision not to pursue legal action for any violation of these Terms shall not be construed as a waiver of any provision of these Terms or any of Baszucki Group’s legal rights.
These Terms supersede all prior or contemporaneous agreements, understandings, and representations, whether written, oral, or otherwise.
Questions regarding these Terms should be directed to:
204 2nd Avenue, #522
San Mateo, CA 94401
Last Updated: August 2022