By participating in Key Nutrients’ (“Company”) Facebook Group (“Group”) you agree to follow Facebook’s terms and conditions. You acknowledge that this Group is in no way sponsored or endorsed, or associated with, Facebook. You also agree to the following Terms and Conditions (“T&Cs”): 

I. Guidelines We believe in full, fair and effective disclosures of material facts relating to your relationship with the Company, and your participation in the Group, in accordance with the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (“FTC Guides”).  As such, to the extent you disclose publicly your participation in the Group or otherwise participate in the Group, as applicable, we require you to, and you represent and warrant to:  

Respect Intellectual Property Rights. Any content you provide will be wholly original and will not infringe upon any copyright, patent, trademark, and trade secrets rights, as well as the right to use someone’s name, likeness, image, or voice, right of publicity or privacy, or any other proprietary or other right of any person, whether contractual, statutory or common law. You should never post or share any content without obtaining written permission to do so from the third party who owns the rights, as this would constitute a violation or infringement of their intellectual property.

Disclose Your Connection to Company. If you make a public post, you must clearly disclose your “material connections” with Company (i.e., the fact that your post is “sponsored by Company”) and include any hashtags such as #ad or #sponsored that are required by the FTC Endorsement and Testimonial Guidelines (“FTC Guides”) or are otherwise required by Company. Note that while Company may provide recommendations and options for disclosures, Company will not be responsible for any failure by you to comply with the FTC Guides or any failure by you to obtain all third-party clearances and permissions with respect to content you post.

Maintain Clear and Prominent Disclosure. The above disclosure should be made in close proximity to any statements that you make about Company or its’ products. This disclosure should be clear and prominent enough for consumers to view it when they are reading your posts. This means that the disclosure should not be buried behind links.  In addition, the consumer should not be required to click on, scroll down or mouse over a link in order to view the disclosure. Please note that this disclosure is required regardless of any space limitations of the medium (e.g., Twitter), where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad (the latter of which preferably at the beginning of the tweet).

Give Your Honest and Truthful Opinions. Your statements should always reflect your honest and truthful opinions and actual experiences.  If a statement is not your opinion, but rather something that Company has asked you to say, this fact should be made clear to readers.  

Only Make Factual Statements That Are Truthful and Can Be Verified. For example, do not make statements about the performance of a product unless you have support for such claims. Remember that even if you do not expressly state a fact, it may be implied, and these T&Cs apply to both express and implied messages.  

Do Not Send E-mail Messages on Company’s Behalf Unless Expressly Requested To Do So. You are not permitted to send any e-mails on Company’s behalf, nor will Company provide you any compensation if you send any emails on its behalf.  

Comply with other policies and laws. You should comply with the terms, conditions, guidelines and policies of any service that you use and all applicable laws.  For instance, if a service says it may not be used for commercial purposes, then you should not promote Company.

Protect Your Personal Information. Protect your privacy by keeping in mind that your posts are public. Don’t share personal or sensitive information. 

Respect Others’ Privacy. Do not include personal information about any third party that has not been voluntarily made available by them for you to share. This includes any information that may make it possible for someone to reasonably identify another person. 

Other Obligations. You will not commit any act which brings Company into public disrepute, contempt, scandal, or ridicule, or which might tend to harm Company or any of Company’s products including, without limitation, disparaging, their products or services, or their competitors. You are at least 18 years of age and have the right and authority to enter into these T&Cs in your own name.

II. Submissions.  All information, comments and posts shall be collectively referred to herein as the “Submissions” or each as a “Submission.”  Submissions must comply with the Guidelines above and the restrictions below. 

By participating, you warrant and represent the following with respect to your Submission: 

The Submission must be primarily in English;

The Submission is owned by you and is your content;

The Submission must not contain material that violates or infringes any rights of any other party, including but not limited to copyright, trademark, privacy, publicity or any other intellectual property rights; 

The Submission must not disparage Company or any other person or party; 

The Submission must not contain material that is inappropriate, indecent, obscene hateful, tortious, defamatory, slanderous or libelous;

The Submission must not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age; 

The Submission must not contain material that is unlawful, in violation of or contrary to the laws or regulations of the United States or of any jurisdiction where Submission is created;

The Submission must be consistent with the image and values of Company and be consistent with the purpose of the Group. 

Providing a Submission constitutes your consent to give the Company a royalty-free, irrevocable, perpetual, non-exclusive license to use, reproduce, modify, publish, create derivative works from, and display such Submissions in whole or in part, on a worldwide basis, in perpetuity, and to incorporate it into other works, in any form, media or technology now known or later developed, for any purpose whatsoever, including for promotional or marketing purposes.  

III. Eligibility. Participation is open only to legal residents of the fifty (50) United States and the District of Columbia, who are at least eighteen (18) years of age and the age of majority in their state of residence.  

IV. Conditions. BY PARTICIPATING, ENTRANTS AND WINNERS AGREE TO RELEASE AND HOLD HARMLESS COMPANY, FACEBOOK, AND THEIR ADVERTISING AND PROMOTIONS AGENCIES AND THEIR RESPECTIVE PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, PARTNERS, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNS, EMPLOYEES, OFFICERS AND DIRECTORS (COLLECTIVELY, “RELEASED ENTITIES”), FROM ANY AND ALL LIABILITY, FOR LOSS, HARM, DAMAGE, INJURY, COST OR EXPENSE WHATSOEVER INCLUDING WITHOUT LIMITATION, PROPERTY DAMAGE, PERSONAL INJURY AND/OR DEATH WHICH MAY OCCUR IN CONNECTION WITH, PREPARATION FOR, TRAVEL TO, OR PARTICIPATION IN SWEEPSTAKES, OR POSSESSION, ACCEPTANCE AND/OR USE OR MISUSE OF PRIZE OR PARTICIPATION IN ANY SWEEPSTAKES-RELATED ACTIVITY AND FOR ANY CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION, INVASION OF PRIVACY, COPYRIGHT INFRINGEMENT, TRADEMARK INFRINGEMENT OR ANY OTHER INTELLECTUAL PROPERTY-RELATED CAUSE OF ACTION.

V.  Limitation of Liability; Disclaimer of Warranties.  IN NO EVENT WILL THE RELEASED ENTITIES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF ACCESS TO AND/OR USE OF ANY SITES ASSOCIATED WITH THE GROUP. TO THE EXTENT COMPANY PROVIDES GIVEAWAYS TO THE GROUP, WITHOUT LIMITING THE FOREGOING, ALL GIVEAWAYS ARE PROVIDED "AS IS"  WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.

VI. Disputes; Governing Law.  The parties waive all rights to trial in any action or proceeding instituted in connection with these T&Cs. Any controversy or claim arising out of or relating to these T&Cs shall be settled by binding arbitration 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.  The arbitration shall be conducted in the State of New York. 

THESE T&CS AND THE INTERPRETATION OF ITS TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES. For any matters which are not subject to arbitration as set forth in these T&Cs and/or in connection with the entering of any judgment on an arbitration award in connection with these T&Cs, the parties irrevocably submit and consent to the exclusive jurisdiction and venue of the state and federal courts located in or closest to New York, New York. The parties agree not to raise the defense of forum non conveniens.

VII.  Use of Data.  Company will be collecting personal data about entrants online, in accordance with its privacy policy.  Please review Company’s privacy policy https://keynutrients.com/policies/privacy-policy .  By participating in the Group, participants agree to Company’s collection and usage of their personal information and acknowledge that they have read and accepted Company’s privacy policy.  

VIII.  Company. Key Nutrients  - Branded Acquico No 3 LLC 201 Spear Street, Suite 1100 San Francisco 94105 California USA.