Application and Acceptance of the Terms

Your use of the Food Sciences Corporation and Lexington Wellness Holdings Inc. (collectively with their employees, contractors, affiliates and agents, “Robard,” “we,” or “us”)” services, software and products (“Services”) is subject to the terms and conditions contained in this document as well as the Privacy Policy and any other rules and policies that we may publish from time to time. You or any other user of the Services is referred to below as a “User” and this document and such other rules and policies are collectively referred to below as the “Terms.” By accessing or using the Services, you agree to accept and be bound by the Terms. Please do not use the Services if you do not accept all of the Terms.

You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract, or (b) you are not permitted to receive any Services under the laws of the State of New York, the United States of America, and/or other countries and regions including those in which you are resident or from which you use the Services.

You acknowledge and agree that we may amend any Terms at any time by posting the relevant amended and restated Terms at app.robard.com. By continuing to use the Services, you agree that the amended Terms will apply to you.

Section 1: Provision of Services

1.1 Member Accounts. You must register as a Member in order to access and use some Services. Robard reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) in our discretion.

1.2 Availability. Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for users. Robard may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different users.

1.3 Upgrade and Suspension of Services. Robard may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, users shall be notified no less than fourteen (14) days prior to any change in such Service. Some Services may be provided by Robard on behalf of Robard’s clients or affiliates.

Section 2: Users Generally

As a condition of your access to and use of or Services, you agree that you will comply with all applicable laws and regulations when using the Services.

2.1 Permitted and Prohibited Uses. You agree that You will:

1. use the Services solely for your own private and internal purposes;
2. use the Services only for the purposes expressly provided for herein.
3. conduct communications and/or transactions with other Users of the Services in good faith;
4. not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services (the “Services Content”),
5. not copy, reproduce, download, compile or otherwise use any Services Content for the purposes of operating a business that competes with Robard, or otherwise commercially exploiting the Services Content, and
6. not retrieve Services Content from the Services to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes)
7. not undertake any action to undermine the integrity of the computer systems or networks of Robard and/or any other user nor to gain unauthorized access to such computer systems or networks.
8. not use the Services to defraud any person or entity;
9. not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
10. not engage in spamming or phishing;
11. not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;
12. not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
13. not involve any scheme to undermine the integrity of the data, systems or networks used by Robard and/or any User of the gain unauthorized access to such data, systems or networks;
14. not engage in any activities that would otherwise create any liability for Robard or our affiliates.

2.2 Privacy Policy. You must read Robard’s Privacy Policy that governs the protection and use of personal information about users in the possession of Robard and our affiliates. You accept the terms of the Privacy Policy and agree to the use of the personal information about you in accordance with the Privacy Policy.

Section 3: Member Accounts

A User must be registered to access or use some Services (a registered User is also referred to as a “Member” below).

3.1 Account ID. Upon registration, Robard shall assign an account and issue a member ID and password (the latter shall be chosen by a registered User during registration) to each registered User. A Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all activities that occur under your account. No Member may share, assign, or permit the use of your Member account, ID or password by another person. Member agrees to notify Robard immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account. Member agrees that all activities that occur under your account will be deemed to have been authorized by the Member.

3.2 Multiple Use. Member acknowledges that sharing of Your account with other persons ("Multiple Use"), may cause irreparable harm to Robard or other Users of the Services. Member shall indemnify Robard, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the Multiple Use of Your account. Member also agrees that in case of the Multiple Use of Your account or Member’s failure to maintain the security of your account, Robard shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to Member.

Section 4: Member’s Responsibilities

4.1. Authority. You represent, warrant and agree that You have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder.

4.2. Member Information. Member will be required to provide personal information as part of the registration process or Your use of any Service or the member account. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Service is true, accurate, current and complete, and (b) You will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

4.3 Member Cooperation. Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Robard’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, Robard shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.

4.4. Services Content. Member acknowledges and agrees that Robard shall not be required to actively monitor nor exercise any editorial control whatsoever over the Services Content or of any message or material or information created, obtained or accessible through the Services. Robard does not endorse, verify or otherwise certify the Services Content, the contents of any comments or other material or information made by any User or Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.

Section 5: Breaches by Members

5.1 Actions by Robard. If any Member breaches any Terms or if Robard has reasonable grounds to believe that any Member is in breach of any the Terms, Robard shall have the right to impose a penalty against the Member, or suspend or terminate the Member’s account or subscription of any Service without any liability to the Member. Robard shall also have the right to restrict, refuse or ban any and all current or future use of any other Service that may be provided by Robard. The penalties that Robard may impose include, among others, warning, removing any product listing or other Services Content that the Member has submitted, posted or displayed, imposing restrictions on the number of product listings that the Member may post or display, or imposing restrictions on the Member’s use of any features or functions of any Service for such period as Robard may consider appropriate in our sole discretion.

5.2 Cooperation by Robard. Robard reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Robard may disclose the Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. Robard shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against Robard for such disclosure.

5.3 Member Account Limitations. Robard may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the Services without being liable to the Member if Robard has received notice that the Member is in breach of any agreement or undertaking with any affiliate or client of Robard and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. Robard shall have the right to publish the records of such breach on the Services. Robard shall not be required to investigate such breach or request confirmation from the Member.

5.4 Member Indemnification. Each Member agrees to indemnify Robard, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any Services Content, from your use of the Services, or from your breach of the Terms.

Each Member further agrees that Robard is not responsible, and shall have no liability to you or anyone else for any Services Content or other material transmitted over the Services, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. Robard reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with Robard in asserting any available defenses.

Section 6: Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY ROBARD ON OR THROUGH THE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”, AND ROBARD HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROBARD MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SERVICES; ROBARD DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SERVICES DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND ROBARD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SERVICES.

Any material downloaded or otherwise obtained through the Services is done at each User's sole discretion and risk and each User is solely responsible for any damage to Robard’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Robard or through or from the Services shall create any warranty not expressly stated herein.

Each User hereby agrees to indemnify and hold Robard, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of the Services (including but not limited to the display of such User's information on the Services) or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and hold Robard, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to Robard.

Each User hereby further agrees to indemnify and hold Robard, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Services. Each User hereby further agrees that Robard is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Robard reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Robard in asserting any available defenses.

Robard shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:

1. the use or the inability to use the Services, including loss of data or downtime;
2. any malfunction on the Web with the Services, including failure to deliver notifications to Users and Members;
3. violation of Third Party Rights or claims or demands that User's manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Services may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
4. unauthorized access by third parties to data or private information of any User;
5. statements or conduct of any User of the Services, including misleading, malicious, or criminal use of the Service by a User; and
6. any matters relating to Services however arising, including negligence.

Notwithstanding any of the foregoing provisions, the aggregate liability of Robard, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to Robard or our affiliates during the calendar year and (b) US$100.00. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Services must be filed within one (1) year from the date the cause of action arose.

Users are responsible for compliance with any and all privacy laws in such User’s jurisdiction, including HIPAA and HITECH compliance.

The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not Robard has been advised of or should have been aware of the possibility of any such losses arising.

Section 7: Force Majeure

Under no circumstances shall Robard be held liable for any delay or failure or disruption of the content or services delivered through the Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

Section 8: Intellectual Property Rights

8.1 Intellectual Property Generally. The Services and its original content, features and functionality (including look!), are owned by Robard and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You agree to not copy, modify, create derivative works of, publicly display, publicly perform, republish, any of our copyrighted material, except to the extent permitted by the Services itself.

8.2 Third Party Rights. Each Member represents, warrants and agrees that (a) You shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any Services Content that You submit, post or display; (b) any Services Content that You submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); and (c) You have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the Services Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights.

8.3 Member Representations. You further represent, warrant and agree that the Services Content that You submit, post or display shall:

1. be true, accurate, complete and lawful;
2. not be false, misleading or deceptive;
3. not contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
4. not promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
5. not violate other Terms;
6. not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
7. not infringe any patent, trademark, trade secret, copyright or other intellectual property rights of any other person.
8. not violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service;
9. not promote any illegal activity, or advocate, promote or assist any unlawful act;
10. not contain any link directly or indirectly to any other web Services which includes any content that may violate the Terms.

8.4 Responsibility of Services Content. All Services Content added, created, uploaded, submitted, distributed, or posted to the Services by a User, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Services Content. You represent that all Services Content provided by You is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Services Content accessed by You using the Services is at Your own risk and You will be solely responsible for any damage or loss to You or any other party resulting therefrom. We do not guarantee that any Services Content You access on or through the Services is or will continue to be accurate.

8.5 License to Use Services Content. By submitting Services Content through the Services, You hereby do and shall, grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the Services Content in connection with the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party Services and feeds). You also hereby do and shall grant each User of the Services a non-exclusive, perpetual license to access your Services Content through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Services Content. For clarity, the foregoing license grants to us and our Users does not affect your other ownership or license rights in your Services Content, including the right to grant additional licenses to your Services Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

8.6 Services Content Availability. We do not guarantee that any Services Content will be made available on the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Services Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Services Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Services Content from the Services.

8.7 Right, Title and Interest to Services Content. No right, title or interest in or to any content on the Services is transferred to You, and all rights not expressly granted are reserved.

8.8 Third Party Intellectual Property. Robard may have independent third parties involved in the provision of the Services. You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.

Section 9: Notices

All legal notices or demands to or upon Robard shall be made in writing and sent to Robard by courier, certified mail, or email to the following address: Robard, 821 East Gate Drive, Mount Laurel, New Jersey 08054. The notices shall be effective when they are received by Robard in any of the above-mentioned manners.

All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Robard, or by posting such notice or demand on an area of the Services that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when: (a) Robard is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or (b) immediately upon Robard posting such notice on an area of the Services that is publicly accessible without charge.

You agree that all agreements, notices, demands, disclosures and other communications that Robard sends to you electronically satisfy the legal requirement that such communication should be in writing.

Section 10: Specific Copyright Infringement Notices

10.1 Review and Disclosure. Robard does not undertake to review all Services Content or other material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any User or third party. In the unlikely event we receive a disclosure request from an authorized party, we reserve the right to disclose User identities when required to do so by the law, including in response to a law enforcement request supported by a valid court order. You waive and hold harmless Robard from any claims resulting from any action taken by Robard during or as a result of its investigations and from any actions taken as a consequence of investigations by either Robard or law enforcement authorities.

10.2 Reporting of Copyright Infringement. If You believe that any Services Content violates Your copyright, please follow the procedure set forth by article 512(c) of the DMCA and provide us a written takedown notice including the following information:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Services are covered by a single notification, a representative list of such works at that Services.
3. Identification of the material that is claimed to be infringing 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 us to locate the material.
4. Information reasonably sufficient for us to contact you, such as email, address, telephone number.
5. A statement that you 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.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The notice should be addressed via certified mail to the address listed above under Notices.

Section 11: General Provisions

11.1 Relationship. Robard and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.

11.2 Entire Agreement. The Terms of Service constitutes the entire agreement between you and Robard and govern your use of the service, superseding any prior agreements (including, but not limited to, any prior versions of the Terms of Service). If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

11.3 Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

11.4 Waiver. Robard’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of Robard’s right to act with respect to subsequent or similar breaches.

11.5 Assignment. Robard shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Robard). You may not assign, in whole or part, the Terms to any person or entity.

11.6 Arbitration. Any dispute, controversy or claim arising out of or relating in any way to the Terms including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of the Terms, shall be exclusively resolved by binding arbitration upon a Party’s submission of the dispute to arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after one year from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach.

This agreement to arbitrate shall be specifically enforceable. A Party may apply to any court with jurisdiction for interim or conservatory relief, including without limitation a proceeding to compel arbitration.

The arbitration shall be conducted in accordance with the then existing Commercial Rules of the American Arbitration Association and shall be conducted in the state of New Jersey. The laws of the State of New Jersey shall be applied in any arbitration proceedings, without regard to principles of conflict of laws.

The arbitrator shall have no authority to award punitive, consequential, special, or indirect damages.

The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, reasonable attorneys’ fees and costs), shall be borne by the unsuccessful party, as determined by the arbitrators, and shall be awarded as part of the arbitrator’s award. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section by bringing suit in any court of competent jurisdiction. The parties agree that the arbitrator shall have authority to grant injunctive or other forms of equitable relief to any party. This Section shall survive the termination or cancellation of this Agreement.