Welcome to Graphite Wellness Solution, LLC's ("Graphite") web site MyGraphite.com (the "Site"). The term the "Site" includes all products and services provided by Graphite on or through MyGraphite.com (collectively, "Products/Services"), including, without limitation, diet and fitness management services and web-based food and exercise tracking applications. These Terms and Conditions of Use (as amended from time to time as set forth below, these "Terms and Conditions") govern your access to and use of the Site.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY REGISTERING WITH, ACCESSING OR USING THE SITE YOU ACCEPT THESE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Health Warnings

GRAPHITE IS NOT A MEDICAL ORGANIZATION AND IS NOT PROVIDING MEDICAL ADVICE, COUNSELING OR DIAGNOSIS OF ANY KIND.

YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK.

NO INFORMATION POSTED, STATED OR AVAILABLE ON OR THROUGH THE SITE IS MEDICAL ADVICE, DIAGNOSIS OR COUNSELING. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE OR TREATMENT FROM YOUR PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL BECAUSE OF ANY INFORMATION YOU MAY HAVE READ ON THE SITE.

PLEASE CONSULT YOUR PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL BEFORE BEGINNING ANY DIET AND/OR FITNESS PROGRAM OR REGIMEN.

THE SITE IS NOT INTENDED FOR USE BY INDIVIDUALS WHO ARE PREGNANT, NURSING, UNDER THE AGE OF 18, OR HAVE HEALTH PROBLEMS. DIET AND FITNESS PROGRAMS POSE EXTRA RISKS TO SUCH INDIVIDUALS AND SUCH INDIVIDUALS AND SHOULD NOT USE THE SITE.

Privacy

By registering with, accessing or using the Site, you may submit and/or Graphite may gather certain information about you. Please review Graphite's Privacy Policy, which explains Graphite's use of that information. By registering with, accessing or using the Site you accept the Privacy Policy.

Limited Right to Use/Restrictions on Use of Materials on this Site

You should assume that all materials on the Site, including all files, images, text, software, and data are the property of Graphite or are owned by a third party and licensed to Graphite. You should assume all materials on the Site are copyrighted or otherwise protected. Provided that you fully comply with these Terms and Conditions, Graphite grants you a non-exclusive, non-transferable, revocable limited right to access, use and display the Site and the materials thereon solely for your personal, noncommercial use (the "Permitted Use").

You may download, print, view or otherwise use the materials on the Site only for the Permitted Use. No other permission is granted to you to use, print, copy, reproduce, distribute, license, transfer, sale, transmit, upload, download, store, display in public, alter or modify the materials on the Site. This grant of permission is not a transfer of title, and under this permission you may not:

• use the materials for any public display (commercial or non-commercial);
• remove any copyright, trademark or other proprietary notations from the materials; or
• transfer the materials to another person or "mirror" the materials on any other server.

Graphite makes no warranties or representations that use of any materials displayed on this Site will not infringe the rights of third parties.

You may not modify, reverse-engineer, disassemble, redistribute, republish, upload, or re-use any of the text, graphics, or other materials on the Site without Graphite's prior written permission. In connection with your use of the Site you may not: (i) transmit any message, information, data, text, software, image, or other content that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or that is otherwise objectionable or that invades another's right of privacy or publicity; (ii) post or transmit any material that contains a virus or corrupted data; (iii) violate any applicable law or regulation. You may not use the Site in any manner that could damage, disable, overburden or impair Graphite's servers or networks, or interfere with any other user's use and enjoyment of the Site. You may not attempt to gain unauthorized access to the Site or any of the accounts, computer systems or networks of Graphite through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site.

User Account

You must be a registered user to use the Site. By registering for a user account you represent and warrant to Graphite that all information provided by you to Graphite is true, accurate and complete.

When you register for a user account you will be asked to create a password. You are entirely responsible for maintaining the confidentiality of your password and for all activities that occur using your password or on your user account. You agree to promptly notify Graphite of any known or suspected unauthorized use of your password or user account.

You may not transfer or assign your user account to any other person.

Third Party Web Sites

Graphite may provide links and pointers to Internet sites maintained by others ("Third Party Sites"). Graphite is not responsible for the content of or any products or services offered in Third Party Sites.

Submitted Information

If you submit any information to Graphite, including any comments, remarks, suggestions, ideas, notes, drawings, graphics, concepts, or other information, you are giving that information, and all your rights in it, to Graphite free of charge, and that information will be treated as non-confidential and non-proprietary and may be used by Graphite for any purpose, without your consent or any compensation to you or anyone else. This is true whether you submit such information to Graphite by e-mail, through a form on the Site, on a bulletin board, or in any other manner.

Graphite may from time to time monitor, review and, in its sole discretion, modify or delete any postings you make on the Site however, Graphite is not obligated to do so.

Disclaimer and Limitation of Liability

THE SITE AND ALL MATERIALS AND INFORMATION ON IT ARE PROVIDED “AS IS” AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND GRAPHITE HEREBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES.

Graphite MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SITE OR ANY THIRD PARTY SITES OR ABOUT THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY OF THE MATERIALS ON THE SITE OR ON ANY THIRD PARTY SITES OR OF THE PRODUCTS/SERVICES. GRAPHITE MAKES NO WARRANTY THAT THE SITE WILL BE AVAILABLE, UNINTERRUPTED, ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL GRAPHITE OR ITS AFFILIATES, CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES HAVE ANY LIABILITY TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR INABILITY TO USE THE SITE, OR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, EFFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE SYSTEM FAILURE, LOSS OF DATA, THEFT OF DATA, OR LOSS OF USE RELATED TO THE SITE OR ANY THIRD PARTY SITES. IN ALL SUCH CASES YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

GRAPHITE HEREBY DISCLAIMS ALL LIABILITY FOR ANY INACCURACY OF THE MATERIALS ON THE SITE.

Indemnity

You agree to indemnify Graphite against any and all claims, damages, costs and expenses, including, without limitation, reasonable attorneys' fees, arising out of, in connection with or related to your breach of these Terms and Conditions or your access or use of the Site.

Trademarks, Trade Names, and Service Marks

Unless otherwise indicated, all logos, names, and marks on the Site are trademarks or service marks owned by Graphite or owned by a third party and used under license by Graphite. The use or misuse of any of these marks or other information is strictly prohibited.

Modification of Terms and Conditions of Use

Graphite, in its sole discretion, from time to time may change, modify add or remove portions of these Terms and Conditions without notice to you. You should check these Terms and Conditions periodically for changes. By accessing or using the Site after any changes to these Terms and Conditions are posted on the Site, you agree to accept those changes, whether or not have you reviewed them.

Use and Storage Limits/Loss of Data

Graphite from time to time may establish limits and practices concerning the use of the Site, including without limitation, the maximum number of days information will be retained, the maximum disk space allotted to a single user account and the maximum number of times (and the duration thereof) a single user may access the Site in a given period of time. Graphite may change such limits at any time for any or no reason and without notice to you.

Graphite shall not be responsible to you for failing to store or for deleting any data or information submitted by you.

Graphite Termination/Discontinuance of Products/Services

Graphite, in its sole discretion, may terminate or suspend your user account and your limited right to use or visit this Site granted to you under these Terms and Conditions at any time for any or no reason. You agree that: (i) the termination or suspension of your user account and your limited right to use or visit the Site may be effected without prior notice to you; (ii) Graphite may immediately deactivate or delete your account and all related information, data and files in your account and deny you any further access to such information data, files and the Site; and (iii) Graphite shall not be liable to you or any third party for suspending or terminating your user account or your limited right to use or visit the Site or for deleting or denying you access to any information, data, files or the Site.

Graphite, in its sole discretion, from time to time may modify, suspend or discontinue all or any Products/Services without notice and without liability to you or any third party.

User Cancellation and Termination

You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account at any time by clicking on the Billing link in the Profile area of the web site. The Billing page provides a simple no questions asked cancellation link.

All of your Content will be immediately deleted from the Service upon cancellation. This information can not be recovered once your account is canceled.

If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.

Modifications to the Service and Prices

Graphite reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.

Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Graphite Site (www.mygraphite.com) or the service itself.

Graphite shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Governing Law/Choice of Forum

These Terms and Conditions shall be governed by and construed in accordance with the internal laws of the State of Indiana, without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Indiana. YOU SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY STATE OF FEDERAL COURT SITTING IN MARION COUNTY, INDIANA FOR THE RESOLUTION OF ANY CONTROVERSY, CAUSE OF ACTION, DISPUTE OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THE TERMS AND CONDITIONS OR THE SITE (COLLECTIVELY, “CLAIMS”) AND HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY REGARDING ANY CLAIMS AND ANY RIGHT TO OBJECT TO VENUE OR TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS IN ANY CLAIMS BROUGHT IN ANY STATE OF FEDERAL COURT SITTING IN MARION COUNTY, INDIANA. YOU AGREE NOT TO BRING ANY CLAIMS IN ANY COURT OTHER THAN STATE OF FEDERAL COURT SITTING IN MARION COUNTY, INDIANA.

Miscellaneous

Failure to insist upon strict compliance shall not be deemed a waiver of any of these Terms and Conditions, and no waiver or relinquishment of any right or power at any one or more times shall be deemed a waiver or relinquishment of such right or power at any other time. If any one or more of these Terms and Conditions shall be invalid or unenforceable in any respect, the validity or enforceability of the remainder of these Terms and Conditions shall not in any way be affected or impaired. Section headings in these Terms and Conditions are for convenience only and shall not limit or change the subject matter of these Terms and Conditions.