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 Yadira Terms & Conditions

 

1. Definitions

The following terms are used throughout these Terms & Conditions and have specific meanings. You should know what each of the terms means.

  1. The term "Agreement" (which may also be referenced herein as these "Terms of Use") refers, collectively, to all the terms, conditions, and notices contained or referenced in this document.
  2. The "Platform" refers to Yadira's Platform located at https://www.Yadira.co, the Yadira App mobile application, the Yadira Coach App mobile application, all subpages and subdomains, and all content, services, and products available at or through the Platform, including without limitation access to Yadira's online community; communication tools; document management and storage solutions; and payment services. Yadira does not provide nutrition services or serves as an employment agency. We provide a venue for our Members to meet and exchange information with our Coaches.
  3. "Yadira," "We," and "Us" refer to Diat Inc., as well as our affiliates, directors, subsidiaries, officers, and employees.
  4. "The Member," "You" and "Your" refer to the person, company, or organization that has visited or is using the Platform and/or the Service. A Member may be a Client, a Coach, both, or neither.
  5. "Coaches" refer to nutrition experts who may communicate with and provide nutrition services to Clients or fellow Coaches via the Service. Coaches are not the employees or agents of Yadira.
  6. "Coach Handbook" means a handbook created by Yadira for the Coaches, which is sent by Yadira to the Coaches after they have been approved by Yadira to use the Platform.
  7. "Clients" refer to 1) Members who register to the Platform; and 2) Members who contract a program for nutrition services and/or nutrition related features through the Platform.
  8. "Content" refers to content featured or displayed through the Platform, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Platform.
2. About Yadira
  1. Yadira is a platform for collaboration and communication between nutrition professionals and those seeking nutrition guidance. The Platform provides access to Yadira's virtual community of Coaches; easy collaboration through Yadira's communication management tools; document management and storage; and simple, secure payment.
  2. Yadira Is Not a Nutrition Services Company. Yadira does not offer nutrition services. Yadira does not offer any medical advice, medical opinions, recommendations, referrals, or counseling. The recommendations of our Coaches must be consulted with the Member's primary care doctor. Yadira is not involved in agreements between Members or in the representation of Members. At no point may Yadira be held liable for the actions or omissions of any Coach performing coaching services.
  3. Yadira Is Not a Professional Referral Service or Employment Agency. Yadira may suggest, but does not select or endorse, any individual Coach to service a Client. While Yadira uses commercially reasonable efforts to confirm that Coaches are licensed professionals, we do not make any warranty, guarantee, or representation as to the legal ability, competence, quality, or qualifications of any Coach.
  4. "The Member," "You" and "Your" refer to the person, company, or organization that has visited or is using the Platform and/or the Service. A Member may be a Client, a Coach, both, or neither.
  5. Yadira Does Not Guarantee Results. From time to time, Clients may submit reviews of Coaches; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future legal matter.
  6. Use of Yadira Does Not Create A Doctor-Patient Relationship With Yadira. Yadira does not offer nutritional advice or services. Any use of the Platform is not intended to, and does not, create a doctor-patient relationship.
3. Client Responsibilities

You, and you alone, are responsible for your account and anything that happens while you are signed in to or using your account. Your security is your responsibility.

  1. Client Account Security. If you sign up to the Platform, you will create a personalized account which includes a unique Membername and a password to access the Platform and to receive messages from Yadira. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account.
  2. Relationship with Coaches. Because we cannot guarantee the fitness of any of our Coaches for your specific needs, we encourage Clients to research any Coach before accepting nutrition recommendations.
  3. No Reliance on Member-Generated Content. Member-Generated Content posted on the Platform, such as blog posts, is provided for informational purposes only, with no assurance that the Member-Generated Content is true, correct, or accurate.
  4. "The Member," "You" and "Your" refer to the person, company, or organization that has visited or is using the Platform and/or the Service. A Member may be a Client, a Coach, both, or neither.
4. Use and Conduct Restrictions

You are allowed to use the Platform as long as you follow a few basic rules. The following Use Restrictions and Conduct Restrictions are the basic rules we expect Members to follow while using the Platform.

  1. Prohibited Content. You agree that you will not under any circumstances transmit any Content that:
    1. is unlawful or promotes unlawful activity;
    2. defames, harasses, abuses, threatens, or incites violence towards any individual or group;
    3. is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group;
    4. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising;
    5. contains or installs any viruses, worms, malware, Trojan horses, or other harmful content;
    6. infringes on any proprietary right of any party;
    7. impersonates any person or entity, including any of our employees or representatives; or
    8. violates the privacy of any third party.
  2. Members Must Be Over Age 18. You represent that you are over the age of 18.
  3. Members Must Not Have Intent to Compete. You represent that you are not direct competitors of Yadira.
  4. Members Must Be in The United States of America. You represent that you are in the United States of America when accessing the Platform.
  5. No Liability for Member Interactions. Any liability, loss or damage that occurs as a result of Member interactions is solely your responsibility.
  6. Right to Terminate Accounts. We have the right to terminate or deny access to the Platform to any Member for any reason.
5. Member-Generated Content
  1. Responsibility for Member-Generated Content. You are solely responsible for the content of, and any harm resulting from, any Member-Generated Content that you post.
  2. Right to Post. You represent and warrant that you have the right to post all Member-Generated Content you submit.
  3. Members Must Not Have Intent to Compete. You represent that you are not direct competitors of Yadira.
  4. Members Must Be in The United States of America. You represent that you are in the United States of America when accessing the Platform.
  5. Yadira May Modify or Remove Content. We have the right to determine whether or not any Member-Generated Content is appropriate and complies with these Terms of Use.
  6. Ownership of Member-Generated Content. You grant us a non-exclusive, royalty-free, irrevocable, perpetual, transferable, sublicensable, worldwide license to use your Member-Generated Content.
6. Coaches

Coaches are independent professionals who offer nutrition services for prospective Clients. They are not employees of Yadira.

  1. No Doctor-Patient Relationship through Platform Use. Use of the Yadira Platform may not form a doctor-patient relationship with Coaches. Information posted or made available on or through the Platform, including, without limitation, any responses to questions posted on the Platform; information in Yadira's Guides and Documents; information posted publicly on the Platform; or information sent to a Member is not intended as medical advice, is not confidential, and does not create an doctor-patient relationship.
  2. Member Responsibilities. Coaches are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Platform, including without limitation Member-Generated Content, and any communications they may have with prospective clients through the Platform, fully comply with all applicable laws and rules of professional conduct.
  3. Members Must Not Have Intent to Compete. You represent that you and/or the company you represent are not direct competitors of Yadira and are not using the Platform to research, back-engineer or copy any function or feature of Yadira.
  4. Members Must Be in The United States of America. You represent that you are in the United States of America when accessing the Platform and acknowledge that it is not intended to be used outside of the United States of America.
  5. Yadira Membership Subscription. You agree to the membership subscription fees in connection with your use of the Platform, if any ("Membership Subscription").
  6. Promotional Codes and Credits. Yadira may, in its sole discretion, create promotional codes that may be redeemed for account credit, subject to additional terms that Yadira establishes.
    1. Use of Promo Codes Does Not Imply a Doctor-Patient Relationship.
    2. Promo Codes must be used by their intended audience, for their intended purpose, and in a lawful manner.
    3. Promo codes may not be duplicated, sold or transferred in any manner, or made available to the general public unless expressly permitted by Yadira.
7. Platform Exclusivity

In the event that Client works with any Coach outside the Platform, Coach will pay Yadira 1) a fee equal to the Coach's fees for services during the first year of service with the Client outside of the Platform or 2) $2,000 USD.

8. Disintermediation Policy and Fees
  1. The parties acknowledge that Yadira uses substantial labor and effort to connect the Client with Yadira's Coaches. Except as provided in Section 7 above, both the Clients and the Coaches represent and warrant that they will not circumvent or attempt to circumvent Yadira or this Agreement, or in any way procure services from a Coach outside of the Platform, without Yadira's prior written consent.
  2. At Yadira's discretion, any Coaches engaging Clients such as to cause a violation of Section 8.a. above may have substantial restrictions placed on their account, which may meaningfully limit or prohibit their usage of the Platform and the provision of services to Yadira's Clients.
9. Third Party Content
  1. Access To Third Party Content. By using the Platform, you will be able to access Content belonging to or originating from third parties ("Third Party Content"). Your use of the Platform is consent for Yadira to present this Content to you. You acknowledge all responsibility for, and assume all risk for, your use of Third Party Content.
  2. No Responsibility For Third Party Content. As part of the Service, Yadira may provide you with convenient links to third party platform(s) as well as other forms of Third Party Content. These links are provided as a courtesy to Platform subscribers. We have no control over third party platforms or content or the promotions, materials, information, goods or services available on them.
  3. No Authorization To Use Third Party Content. This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third Party Content except as permitted by Yadira's Terms of Use.
10. Copyright Infringement and DMCA Policy
  1. Termination of Repeat Infringer Accounts. Yadira respects the intellectual property rights of others and requests that our Members do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will terminate a Member's access to and use of the Platform if, under appropriate circumstances, the Member is determined to be a repeat infringer.
  2. DMCA Take-Down Notices. If you are a copyright owner or an agent of a copyright owner and believe, in good faith, that any materials provided on the Platform infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) ("DMCA") by sending a properly formatted take-down notice in writing to Yadira's designated copyright agent at 1111 Lincoln Road, Suite 500, Miami Beach, Florida, 3313.
  3. Response To DMCA Take-Down Notices. If Yadira takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to Yadira.
  4. Counter-Notices. If you believe that your Member-Generated Content that has been removed from the Platform is not infringing, or that you have the authorization from the copyright owner, you may send a properly formatted counter-notice to Yadira's copyright agent.
  5. Response to DMCA Counter-Notices. If a counter-notice is received by Yadira's copyright agent, Yadira may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days.
11. Intellectual Property Notice
  1. No Transfer. Yadira retains ownership of all intellectual property rights of any kind related to the Platform, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Platform may be the trademarks of other third parties. This Agreement does not transfer from us to you any Yadira or third party intellectual property.
  2. Specifically, Yadira, Yadira.co, and all other trademarks that appear, are displayed, or are used on the Platform are registered, in the process of being registered, or common law trademarks or service marks of Yadira. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from Yadira.
  3. Response To DMCA Take-Down Notices. If Yadira takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address provided by that party to Yadira.
12. Email and SMS Communications
  1. Electronic Communications Required. For contractual purposes, you (i) consent to receive communications from Yadira in an electronic form via the email address and/or phone number you have submitted or via the Service; and (ii) agree that all Terms of Use, agreements, notices, disclosures, and other communications that Yadira provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
  2. Legal Notice To Yadira Must Be In Writing. Communications made through email, SMS or the Platform's private messaging system will not constitute legal notice to Yadira or any of our officers, employees, agents or representatives in any situation where notice to Yadira is required by contract or any law or regulation.
13. Termination
  1. You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using Yadira. If you wish to delete your Member account data, please contact Yadira at info@Yadira.co.
  2. Legal Notice To Yadira Must Be In Writing. Communications made through email, SMS or the Platform's private messaging system will not constitute legal notice to Yadira or any of our officers, employees, agents or representatives in any situation where notice to Yadira is required by contract or any law or regulation.
  3. Relationships Between Coaches And Client Survive Termination. Termination of your relationship with Yadira does not affect your relationship with any consultant or client you have retained through the Platform.
  4. Some Provisions Survive Termination. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
14. Payment and Transactions
  1. Payment Process. For the Program selected by the client will be processed by us. When a Client books a Program, the Client is automatically accepting the terms of the Program.
  2. Responsibility for Payment. The Client is responsible for all fees, including taxes, service, and processing fees, associated with your use of the Platform.
  3. Once you have selected a Program, Yadira will make reasonable efforts to verify your insurance coverage for nutrition services and/or a continuous glucose monitor (CGM) device. After our initial discovery, we will let you know whether these are covered by your insurance plan.
  4. Yadira's Responsibility. Yadira agrees to present the Client with a full ticket detailing of each charge in advance of charging the Client's credit card or PayPal account.
  5. Payment Authorization. By agreeing to these terms, the Client is giving Yadira permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that the Client authorized Yadira to bill, as well as any payments owed.
15. Dispute Resolution Procedures
  1. Within 24 hours of the date of the related invoice (such period, the "Client Dispute Notice Period"), the Client shall provide written notice to Yadira setting forth in reasonable detail the facts and circumstances which are the basis of the Services-Related Disputed Matter.
  2. In the event that the Client does submit a Services-Related Dispute Notice within the Client Dispute Notice Period, Yadira will attempt in good faith to work with the Client and the Coach for a period of up to fifteen (15) calendar days from the date of the Services-Related Dispute Notice.
  3. In the event that the Services-Related Disputed Matter remains unresolved at the conclusion of the Services-Related Disputed Matter Meditation Period, Yadira shall make a determination in its sole and absolute discretion.
  4. Payment Authorization. By agreeing to these terms, the Client is giving Yadira permission to charge your on-file payment methods for fees that the Client authorized.
16. Disclaimer of Warranties
  1. Yadira provides the Platform "as is," without warranty of any kind. Without limiting the foregoing, Yadira expressly disclaims all warranties, whether express, implied or statutory, regarding the Platform including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
  2. Specifically, Yadira makes no representation or warranty that the information we provide or that is provided through the Platform is accurate, reliable or correct; that the Platform will meet your requirements; that the Platform will be available at any particular time or location, that the Platform will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Platform is free of viruses or other harmful components.
  3. Once you have selected a Program, Yadira will make reasonable efforts to verify your insurance coverage for nutrition services and/or a continuous glucose monitor (CGM) device. After our initial discovery, we will let you know whether these are covered by your insurance plan.

17. Limitation of Liability

  1. To the extent permitted by applicable law, in no event will Yadira be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:
    1. the use, disclosure, or display of your Member-Generated Content;
    2. your use or inability to use the Platform;
    3. the Platform generally or the software or systems that make the Platform available; or
    4. any other interactions with Yadira or any other Member of the Platform
    whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not Yadira has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose.
18. Third Party Beneficiaries

Coaches are intended third-party beneficiaries of this section of the Terms of Use. Any legal information provided on the Platform is for informational purposes only. Yadira and any creator of Member-Generated Content containing legal information disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties' rights, and fitness for particular purpose, to the fullest extent permitted by law. In no event will Yadira or a Coach be liable for any damages (including, without limitation, incidental and consequential damages, personal injury / wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use the Platform or the Member-Generated Content, whether based on warranty, contract, tort, or any other legal theory, and whether or not Yadira or contributors of Member-Generated Content are advised of the possibility of such damages.

19. Release and Indemnification
  1. To the extent permitted by applicable law, in no event will Yadira be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from any interactions with Yadira or any other Member of the Platform.
  2. You agree to indemnify and hold harmless Yadira from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Platform.
  3. If you have a dispute with one or more Members, you release Yadira from claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
20. Modification of Terms of Use

Yadira may amend this Agreement from time to time, and at Yadira's sole discretion. We will provide notification to Members of material changes to this Agreement (i) by sending a notice to the primary email address specified in your account, which will take effect immediately upon our sending of this email, and/or (ii) through our Platform at least 30 days prior to the change taking effect by posting a notice on our home page. Non-material changes to this Agreement will take effect immediately. We encourage visitors to frequently check this page for any changes to this Agreement. Your continued use of the Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.

21. Dispute Resolution and Arbitration Agreement
  1. Yadira is committed to participating in a consumer-friendly dispute resolution process.
  2. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Yadira each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first.
  3. Agreement to Arbitrate. You and Yadira mutually agree that any dispute, claim or controversy arising out of or relating to these Terms of Use will be settled by binding arbitration.
  4. Exceptions to Arbitration Agreement. You and Yadira each agree that the following claims are exceptions to the Arbitration Agreement:
    1. Any claim related to actual or threatened infringement, misappropriation or violation of intellectual property rights;
    2. Any claim seeking emergency injunctive relief based on exigent circumstances.
  5. Arbitration Hearing/Location. Any required arbitration hearing may be conducted by telephone, online, or based solely on written submissions.
  6. Attorney's Fees and Costs. Either party may be entitled to seek an award of attorney fees and expenses if they prevail in arbitration.
  7. Jury Trial Waiver. You and Yadira acknowledge and agree that we are each waiving the right to a trial by jury.
  8. No Class Actions or Representative Proceedings. You and Yadira acknowledge and agree that we are each waiving the right to participate in any class action lawsuit.
  9. Severability. If any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder shall be given full force and effect.
  10. Changes. You may reject any changes to this Section by sending us written notice within three (3) days of the date such change became effective.
22. Miscellaneous
  1. Governing Law. This Agreement is governed by the federal laws of the United States of America and the laws of the State of New York, without regard to conflict of law provisions.
  2. Severability. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties' original intent.
  3. Limitation of Terms of Action. You agree that any cause of action must commence within ONE year after the cause of action accrues.
  4. Non-Assignability. Yadira may assign or delegate these Terms of Use at any time with or without your consent. You may not assign or delegate any rights or obligations without Yadira's prior written consent.
  5. Section Headings and Summaries Non-Binding. Section titles and brief summaries are not legally binding.
  6. Complete Agreement. These Terms of Use represent the complete and exclusive statement of the agreement between you and Yadira.
  7. Authorization to Contract. You represent and warrant that if you are an individual, you are of legal age to form a binding contract; or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use.

Updated: May 21, 2024