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Nutribase Cloud Edition End User License Agreement

Definitions:
Client - The “client” is the end user - the customer and recipient of the professional coaching services provided by the Service Provider or Coach. This nutrition healthcare is delivered using the NutriBase Desktop Software for Windows. This service may be delivered with our without the use of the NutriBase Tracker app for smartphones (Android or iPhone). The client pays a fee to the Service Provider to obtain coaching services and to obtain an Activation code for their smartphone Tracker app.

Coach - The “coach” is a representative of the Service Provider who provides coaching services to the client. The coach will see all the personal information provided daily by the client. Often, the Service Provider and the Coach are one and the same. In this EULA, the Service Provider or Coach is often referred to as "you."

CyberSoft, Inc. - CyberSoft is the company that develops, markets, and supports NutriBase software for RDN's and the NutriBase Tracker app for smartphones. CyberSoft provides back end services to support the cloud-based capabilities of NutriBase Desktop and Tracker software apps.

NutriBase Certified Service Provider - A NutriBase Certified Service Provider (or Coach) is a nutrition healthcare provider who has shown proficiency in the use of the NutriBase Desktop Software for Windows and the NutriBase Tracker App by passing an on-line NutriBase Certification Test with a score of 90% or more. This score indicates a good working knowledge of the "NutriBase Desktop Software for Windows" and the "NutriBase Tracker App." This certification is a prerequisite to purchasing Tracker Activations for Clients. In this EULA, the Service Provider is often referred to as "you."

NutriBase Desktop Software for Windows - This is the same as the "NutriBase Cloud Edition." We refer to it in this EULA as the "NutriBase Desktop Software for Windows" to differentiate it from the NutriBase Tracker software that runs on your Client's smartphones.

NutriBase Tracker App - In this EULA, we refer to the ". In the EULA, we refer to the "NutriBase Tracker Software for Smartphones" as the "NutriBase Tracker App." We do this to differentiate this smartphone from the NutriBase Desktop Software for Windows or "NutriBase Cloud Edition" that runs on the Windows Desktop.

Service Provider - The Service Provider is the company or individual that the Client does business with. In cases when the Service Provider is an individual, the Service Provider and the Coach are one and the same. The client pays the Service Provider a fee to provide coaching services for a specified period of time. The Coach is a representative of the Service Provider who works closely with the client to make sure the client is staying on track and reaching the goals they have established.

Service Agreement - The Service Agreement is an agreement between the Client and the Service Provider (most often you or your company). With the purchase of NutriBase Cloud Edition, CyberSoft provides you a "standard" Service Agreement in Word Doc format for you to edit as required for your particular situation. This Service Agreement covers definitions, responsibilities of both Client and Service Provider, disclosures, privacy policy, acceptance of risk, indemnity, term and termination, confidentiality, permitted assignment, good faith, and governing law. The Service Agreement also specifies a payment plan and payment terms. This includes discounts for cash prepayments and credit card information for periodic payments.

Tracker Activation Codes - Tracker Activation Codes (or simply "Tracker Activations") are codes you can purchase from CyberSoft after becoming a NutriBase Certified Service Provider. The minimum order is five activations. Additional activations may be purchase in multiples of ten activations.

You - In the context of this document, "you" refers to the Service Provider and/or Coach.

Nutribase Desktop Software For Windows
1. By purchasing NutriBase software, you agree to "activate" the software by sending CyberSoft, Inc., your "Registration Number" (provided by and displayed in your installed copy of NutriBase Windows Desktop Software) in an email request. CyberSoft will reply with an Activation Code that assure that your NutriBase Windows software will not expire at the end of its eight day evaluation period.

2. A license for any single-user edition of NutriBase Desktop Software for Windows entitles you to up to three installations for your own personal use.

3. The installations provided for in this license is restricted to an individual - each individual is required to obtain their own license for the NutriBase Desktop Software for Windows. If you are a Service Provider who employees Coaches to deliver nutrition healthcare services to Clients, each Coach is required to have their own user's license of the NutriBase Desktop Software for Windows. CyberSoft's cloud servers will only recognize each Coach and each Coach's Clients when their copy of the NutriBase Desktop Software for Windows is properly licensed.

4. If you require additional installations of the NutriBase Desktop Software for Windows over time, you may purchase additional licenses as your needs grow,

5. You may not sell, rent, lease, loan, give, sublicense or otherwise transfer the NutriBase Desktop Software for Windows or any copy of the software in whole or in part to any other person or third party.

6. Licensors of the NutriBase Network Edition are entitled to a single activation ("one") activation on a single ("one") server.

7. All sales are final once the NutriBase Desktop Software for Windows has been activated or 30 days after purchase, whichever occurs first.

8. Updates (interim releases within the current version) are free for the version of the NutriBase Desktop Software For Windows you purchased. Upgrades (major new releases) are discounted from the original purchase price. To qualify for upgrade discount pricing to the current edition of NutriBase, you must be a registered user of NB9, or newer.

9. If you purchase the NutriBase Desktop Software for Windows within 60 days prior to the release date of a major new release, the new release will be provided to you free you as a download.

10. Each edition of NutriBase is designed to work with the Windows operating system that was in existence when the software is released. It is not warranted to function properly under future Windows operating systems.

11. If you have complied with the terms and conditions of this agreement, CyberSoft's entire liability and your exclusive remedy shall be the replacement of any defective files. In no event shall CyberSoft, Inc. be liable to you for any other damages arising out of your use of this program.

12. In the event of a product return, you are responsible for confirming your eligibility with CyberSoft, Inc. Once eligibility is confirmed, you are responsible for returning all materials and acquiring proof of delivery. CyberSoft shall assess a 15% restock/card processing/activation/invoicing fee. Shipping and handling fees are not refundable.

Nutribase Tracker App For Android And Iphone
1. Prior to using the NutriBase Tracker with Clients, Service Provider agrees to NutriBase Certified Service Provider or Coach. This is accomplished by performing two tasks:
a) Taking and passing our On-Line NutriBase Certification Test with a score of 90% or higher, and
b) Creating a Service Provider's Account with CyberSoft, (Instructions for these and all other aspects of using the NutriBase Desktop Software for Windows and the NutriBase Tracker Apps is provided to you when you purchase the software from CyberSoft.

2. Once a Service Provider's Account has been created with CyberSoft, CyberSoft provide you a username and password. You will enter these two variables into your installed copy of the NutriBase Desktop Software for Windows (just once) to gain access to all the data for yourself, your clients, and all Coaches you employ. You agree to safeguard this username and password. Anyone with this information will be able to access your account and have access to your Client information. It is your responsibility to safeguard your Client's information. Safeguarding your username and password is a very big step in this regard.

3. Once you have become a NutriBase Certified Service Provider and created a Service Provider's Account with CyberSoft, you may purchase Tracker Activations to have on hand to activate your Client's Tracker Apps.

4. CyberSoft recommends that you enter into a written Service Agreement (contract) with your Clients. CyberSoft provides you a sample Service Agreement that you may modify to suit your needs.

5. Once the Client has entered into a Service Agreement (contract) with you, you will provide the Client an Activation Code (normally by email) that will activate this Client's NutriBase Tracker App. The NutriBase Tracker App can be downloaded and installed from either the Google Play Store (for Android) or from Apple Play (for iPhones). This Service Agreement covers the responsibilities of the Client and Service Provider and covers disclosures, your privacy policy, Client's acceptance of risk, indemnity, term and termination, confidentiality, permitted assignment, good faith, governing law, and the payment plan and terms. The Service Agreement also provides for you to provide the Client with a NutriBase Tracker Activation Code. This Activation Code will activate the Client's copy of NutriBase Tracker on their device (normally a smartphone) and interconnect the device and your Client to the CyberSoft cloud and to you.

6. The Client, Service Provider, and/or Coach may not sell, rent, lease, loan, give, sublicense or otherwise transfer the NutriBase Tracker App to any other individual or third party.

7. The Client is licensed to activate the NutriBase Tracker App on a single device.

8. The Service Provider or Coach may purchase Tracker Activations on-line from CyberSoft. Orders are sold with a minimum of five activations or in multiple of ten activations. All NutriBase Tracker Activations sales are final.

9. NutriBase Tracker Updates (updated software for the NutriBase Tracker software) are free for all active Clients.

Entire Agreement
1. This software license will terminate upon breach of any of the terms and conditions of this agreement.

2. The NutriBase Desktop Software for Windows and the NutriBase Tracker App are provided "as is" without warranty of any kind, either expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

3. If you have complied with the terms and conditions of this agreement, CyberSoft's entire liability and your exclusive remedy shall be the replacement of any defective software. In no event shall CyberSoft, Inc. be liable to you for any other damages arising out of your use of this program.

4. The terms of this Agreement may change at any time and without notice. It is your responsibility to review this agreement periodically (an up-to-date copy is posted on-line). You will be deemed to have agreed to any such modification or amendment by your decision to activate and/or continue using the NutriBase Desktop Software for Windows or the NutriBase Tracker App.

5. CyberSoft makes the current version of the NutriBase Desktop Software for Windows and the four immediately previous versions of this NutriBase Windows software available for download from our web site. End users who wish to continue using discontinued versions of NutriBase should make an archival copy of their software for this purpose.

6. For clarification of any facet of this End User License Agreement or for site licensing information, email us at support@nutribase.com or call CyberSoft, Inc. At 877-223-5459 (Mon-Thu, 8-3, Arizona time).

7. This End User's License Agreement was updated on September 1, 2015.
Copyright 1986 - 2017 by CyberSoft, Inc., an Arizona Corporation. All rights reserved.