WELCOME to the Cyberdiet.Com ("CYBERDIET.COM") web site available at and under the domain name www.cyberdiet.com and other such domain names as CYBERDIET.COM may make available from time to time (this "Site"). These terms and conditions govern your use of this Site and the services provided on the Site (the "Services"). By accessing or using this Site, you agree to be legally bound by this Agreement, and agree to all operating rules and/or policies of CYBERDIET.COM that may be published on this Site. All such rules and policies, including, without limitation, our privacy policy are hereby incorporated into this Agreement by this reference.

IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS THE SITE OR USE ANY OF THE SERVICES.

Eligible Users.
The Services are available only to individuals and legal entities that can form legally binding contracts under applicable law. By using any of the Services, you expressly represent that you have the capacity under applicable law to enter into a legally binding contract. Members must provide a valid email address.

System Requirments.
Members must have a computer, and an Internet or AOL connection. Cyberdiet.com, Inc. assumes no responsibility for member's computer systems, hardware, software or program malfunctions or for other errors, failures, or delays in network connections. Cyberdiet.com reserves the right, in its sole discretion, to cancel or suspend this program should virus, bugs, or other causes corrupt the administration, security or proper function of this program.

The CYBERDIET.COM tools work best with Internet Explorer 4.0+ or Netscape Navigator 4.0+. Note: The CYBERDIET.COM food and exercise tracking programs are not compatible with Macintosh or WebTV at this time, though Mac users can still take advantage of the menus and other meal planning tools, nutrition and fitness information, and community resources.

Scope of Use.
CYBERDIET.COM is a publisher and not a healthcare practitioner. The material provided on the Site is for general informational purposes only. The material is not intended as a substitute for medical and/or health advice, nor is the material to be considered an offer, a solicitation for an offer to sell or buy, or an endorsement, a recommendation or a sponsorship of any company, product or service. The material on the Site should not be relied upon for dieting or for seeking medical and health recommendations. CYBERDIET.COM can not and does not assess, verify or guarantee the adequacy, accuracy or completeness of any material or the suitability or safety of the Services. You bear responsibility for your own health and diet research and decisions. Please consult with your physician or healthcare practitioner before dieting or making any personal health decisions.

Login ID and Account Password(s).
You will be able to access this Site only as a registered user of the Services. As a registered user, you will receive or establish a password and an account to access the Registered Area. Maintaining the confidentiality and security of your password and account is solely your responsibility. You agree that CYBERDIET.COM will not be responsible for any losses you incur in connection with any misuse of your password. Notify CYBERDIET.COM immediately if your password has been stolen or its security has been otherwise compromised.

Accurate Information; Privacy.
You agree to provide CYBERDIET.COM current, complete, and accurate information as required to complete the registration form ("Registration Data") and to maintain and update this information as required to keep it current, complete, and accurate. You agree not to use a false or misleading name or a name that you are not authorized to use. If CYBERDIET.COM suspects that your Registration Data is not current, incomplete, or inaccurate, CYBERDIET.COM may terminate your account and/or access to the Registered Area, and pursue any appropriate legal remedies. Click here to review our Privacy Policy for further information concerning the use of your Registration Data.

Payment.
Current subscription rates and charges for the Site and the Registered Area are available on CYBERDIET.COM, by email at cdsupport@dietwatch.com or on the account information page available here. Payment to access the Registered Area is due in advance of the subscription period you select during registration process (the "Subscription Period"). Your subscription shall continue and will renew automatically, unless terminated or cancelled in accordance with this Agreement. The appropriate annual, monthly, or similar periodic fee for your subscription will be billed automatically at the beginning of each Subscription Period to the credit card you designate during the registration process unless you cancel your subscription before the Subscription Period ends. You agree to pay all fees and charges incurred in connection with your username and password (including any applicable taxes) at the rates in effect when the charges were incurred. You have 60 days from the date that any discrepancies in your statement or any invoice first appear to notify us; after that time, all charges will be deemed correct. You agree to pay all amounts due upon our demand. In the event CYBERDIET.COM has to collect unpaid amounts you owe, you will be liable for all attorneys' and collection agency fees.

Cancellation.
You may cancel your subscription to Cyberdiet.com after the first three (3) months of the Subscription Period, by logging onto CYBERDIET.COM and setting your billing profile to "cancel.". After the inital three (3) months, you may terminate your annual, bi-annual or monthly subscription, but you will not be entitled to any refund or credit. Any delinquent or unpaid amounts must be paid in full before you may re-subscribe.

A one-time registration fee covering the generation of the member's personalized diet program is non-refundable.

Individual Use.
You are only authorized to use this Site for your own individual use, and you shall not duplicate, download, publish, modify or otherwise distribute any material on this Site for any purpose other than for your own individual use, unless otherwise specifically authorized by CYBERDIET.COM. You agree not to transfer or resell your use of or access to the Registered Area to any third party

Chat Rooms and Message Boards.
By sending or transmitting to CYBERDIET.COM creative suggestions, ideas, notes, concepts, information, or other materials (collectively, "Materials"), or by posting such Materials to any area of the Site, you grant CYBERDIET.COM and our designees a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Materials in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Materials. None of the Materials disclosed on the message boards, chat rooms or other forums shall be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and CYBERDIET.COM shall not be liable for any use or disclosure of any Materials. Chat rooms are intended to serve as a discussion center for subscribers to the Registered Areas. CYBERDIET.COM has no obligation or responsibility (and assumes no obligation or responsibility) to screen communications or information in advance and is not responsible for screening or monitoring material transmitted by you.

Newsletters.
All Cyberdiet.com members are automatically subscribed to and receive a copy of Cyberdiet Nutrition Bytes and other special edition newsletters.

Unacceptable Use of the Site.
You shall not restrict or inhibit any other user from using the Services. You shall not use the Services to: (i) engage in fraudulent conduct or conduct that would constitute a criminal offense or give rise to civil liability; (ii) distribute any harmful, obscene, or otherwise illegal or objectionable material; (iii) spoof or otherwise impersonate any individual or entity, or forge, delete, or alter any part of TCP/IP packet header information in any e-mail; (iv) violate or attempt to violate, the security of the Services; (v) access data or materials not intended for you; (vi) log into a server or account which you are not authorized to access; (vii) attempt to probe, scan or test the vulnerability of a system or breach any security or authentication measures; or (viii) assist or permit any persons in engaging in any of the activities described above. You also may not, and by using any or all of the Services you agree not to, use the Services to: (i) transmit material that is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner to transmit it; (ii) transmit material that reveals trade secrets, unless you own them or have the permission of the owner to so transmit them; or (iii) transmit material that infringes on any intellectual property rights of others or violates the privacy or rights of publicity of others. CYBERDIET.COM reserves the right to investigate and to involve law enforcement authorities, and to pursue a civil lawsuit or criminal prosecution for any alleged or actual illegal activities involving this Site or any of the Services. THE USE OF ANY THIRD PARTY SOFTWARE OTHER THAN WEB BROWSERS ON OR IN CONNECTION WITH THE SERVICES, SUCH AS PRODUCTS THAT DOWNLOAD OR "SPIDER" THE SITE OR ANY OF THE PAGES OF THE SITE, INFRINGES ON OUR COPYRIGHTS AND/OR THE COPYRIGHTS OF OUR LICENSORS. THE USE ANY SUCH PRODUCTS ON OR IN CONNECTION WITH THE SITE OR SERVICES IS STRICTLY PROHIBITED!

Security.
You are responsible for protecting against viruses, Trojan horses, or other computer programming routines intended to damage or otherwise impair a computer's functionality or operation.

Linking.
You shall not "deep-link" to this Site, meaning that you will not create, post, display, or distribute any link to any page other than the home page of this Site for any purpose, unless specifically authorized by CYBERDIET.COM to do so. You shall not display the contents of this Site on another web page through framing or in-lining without CYBERDIET.COM's express permission. This Site may contain links to third party sites that provide information that may be useful to you. Your use of such third party sites will be subject to the terms and conditions posted on that web site. If you choose to access another web site, you should read that web site's privacy policy, which will govern the collection and use of information on that web site. CYBERDIET.COM assumes no responsibility for content posted by any third party or any third party web site. These links are provided solely as a convenience and reference for you The inclusion of any link on the Site does not imply an endorsement of that web site by CYBERDIET.COM.

Other Services.
Your use of the Services on the Site may be governed by additional rules, which are available on the Site or by hyperlink from other sites, in connection with the service. By using any Service you are acknowledging that you have reviewed all corresponding rules and agree to be bound by them. Some of the Service may have been provided by third parties for your use. You expressly acknowledge and agree that your use of all services is solely at your risk.

Intellectual Property.
This Site, including, without limitation, all content and software related to the Site, and the Services are the property of CYBERDIET.COM, or its licensors, and protected by copyright laws. The CYBERDIET.COM logo, and all other trademarks, service marks, and trade names of CYBERDIET.COM appearing on this Site are owned by CYBERDIET.COM or its licensors ("Trademarks"). You may not use the Trademarks without the prior written consent of CYBERDIET.COM or the respective owners of such Trademarks.

Warranty Disclaimer.
YOU ACCESS AND USE THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CYBERDIET.COM DOES NOT WARRANT THAT THE SITE AND ANY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. Some jurisdictions do not allow exclusion of implied warranties, so the above exclusions may not apply to you.

Limitation of Liability.
CYBERDIET.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA (EVEN IF CYBERDIET.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THE AGGREGATE LIABILITY OF CYBERDIET.COM FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF THE SITE, THE SERVICES OR THIS AGREEMENT SHALL BE LIMITED TO YOUR DIRECT DAMAGES ACTUALLY INCURRED UP TO ONE HUNDRED DOLLARS ($100). BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification.
You agree to indemnify, defend and hold CYBERDIET.COM harmless from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys' fees, to the extent that such action is based upon, arises out of, or relates to: (i) your activities on the Site or your use of the Services; (ii) your violation of the terms and conditions of this Agreement; or (iii) the infringement by you, or any other person using your password and account, of any right of any person or entity.

Laws.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard for principles of conflict of laws. Subject to the dispute resolution terms below, any legal action or proceeding between CYBERDIET.COM and you related to this Agreement shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the State of New York.

Dispute Resolution.
Except with respect to violations of CYBERDIET.COM's intellectual property or proprietary rights, and except with respect to suits brought against CYBERDIET.COM by third parties, you acknowledge and agree that any dispute involving CYBERDIET.COM shall be settled by arbitration in the State of New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Judgment on the arbitration award may be entered into any court having jurisdiction thereof. You agree that CYBERDIET.COM may seek interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or property of CYBERDIET.COM pending the completion of arbitration.

Termination.
If you no longer agree to the terms and conditions of this Agreement, please notify CYBERDIET.COM by sending an email stating your desire to withdraw from this Agreement to CYBERDIET.COM at cdsupport@dietwatch.com. This Agreement will continue to apply to all past use of the Services by you, even if you are no longer using them.

General.
No delay or failure to take action under such terms and conditions will constitute a waiver by CYBERDIET.COM. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the court shall endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal effect. Any cause of action brought against CYBERDIET.COM arising out of the Services or this Agreement must commence within one (1) year after the cause of action arose. This Agreement, including all other documents incorporated herein, constitutes the entire agreement between the parties.

Notices.
CYBERDIET.COM may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Site, or by written communication delivered by first class U.S. Mail to your address you provide to CYBERDIET.COM at registration. You may give notice to CYBERDIET.COM (except for claims of intellectual property infringement for which you may give notice at [insert link to Copyright Notice and Procedure]) anytime via electronic mail to CYBERDIET.COM at cdsupport@dietwatch.com.

CYBERDIET.COM Reserves the Right to Revise this Agreement. CYBERDIET.COM reserves the right to modify this Agreement and to impose additional terms or conditions on your use of the Services. Such new and/or additional terms or conditions shall be effective immediately and incorporated into this Agreement upon notice thereof, which may be given by any reasonable means including by posting to this Site. Your continued use of the Services following such notice shall be deemed to conclusively indicate your acceptance of any and all such additional terms.

CYBERDIET.COM May Revise or Terminate the Services. CYBERDIET.COM reserves the right, at any time and from time to time, to modify, suspend, or discontinue the Services, with or without notice and at its sole discretion. Neither CYBERDIET.COM, its partners or affiliates shall be liable to you for any modification, suspension or discontinuance of any Services. CYBERDIET.COM may, in its sole discretion, refuse or restrict anyone from access to any or all of the Services at any time.