TRUESTAR HEALTH INC.

TRUESTAR HEALTH DOES NOT PROVIDE MEDICAL OR HEALTH CARE ADVICE: The content of the Site is provided for information purposes only and is not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. Never disregard medical advice or delay seeking such advice because of something you read on the Site. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Always consult a qualified physician prior to beginning any exercise program, making any change to your diet or taking any medication or supplement.

TERMS AND CONDITIONS OF USE

This Site is provided to you by Truestar Health Inc. (“Truestar’’). You are granted access to this Site only upon the condition that you accept and agree to adhere to these Terms and Conditions. These Terms and Conditions include the Truestar Health Inc. Privacy Policy, the terms of which appear on this site, and any posted guidelines or rules applicable to the use of the Site and the services that Truestar provides (the "Services") and, as updated by Truestar from time to time, are collectively referred to herein as the "Terms and Conditions." The Terms and Conditions govern your use of the Site and Services, and you should carefully read them before using our Site or the Services. You can review the most current version of the Terms and Conditions and Privacy Policy at any time at the Truestar Site.

1. Acceptance of Terms and Conditions. By using our Site or the Services or indicating your agreement by clicking the “I agree” button during enrollment as a Member, you agree to be bound by the Terms and Conditions, you consent to the use of your Personal Information in accordance with the terms of and for the purposes set out in the Privacy Policy and you are indicating that you are at least eighteen (18) years old and have the legal authority to accept the Terms and Conditions. This is a legally binding agreement. If you do not agree with the Terms and Conditions, you should not use the Site or the Services.

2. Membership Term. Access to the Site and the Services is by paid subscription only by Members. Truestar Memberships are for a period of one month. All memberships automatically renew for an additional month at the expiry of each term unless notice of Membership cancellation is received by Truestar.

3. Membership Fees. Truestar reserves the right to change the amount it charges for memberships and to offer different price plans to different users. Price plans in existence:

Free thirty (30) Day Trial. New users of Truestarhealth.com are provided with access to the website for thirty days at no charge. To activate a 30-day free trial users must provide the following personal information: (i) Name; (ii) Phone Number; (iii) Email Address; (iv) Date of birth; (v) Gender.

Plan 1 – Memberships activated between September 1, 2003 and August 16, 2004. Under this plan Truestar memberships cost $9.95 United States Dollars (“USD”) per month after an initial registration fee of $19.95 USD and are billed in advance for the month membership term (i.e., $9.95 USD (plus applicable taxes) is charged to the credit card you identified during enrollment process at the beginning of each membership term). Adult family members can be added to a primary membership for $4.95 USD per month and child family members for $1.95 USD per month (also billed at the beginning of each month membership term). The only exceptions are Canadian resident members who originally signed up prior to March 11, 2004 are being billed monthly in Canadian dollars (plus applicable taxes) as follows: primary memberships – $12.95; adult family memberships – $4.95; and, child family memberships – $1.95.

Plan 2 – Memberships activated between August 16, 2004 and February 2, 2005. Under this plan Truestar memberships cost $19.95 USD per month. Membership fees are billed in advance for the month membership term (i.e., $19.95 USD (plus applicable taxes) is charged to the credit card you identified during enrollment process at the beginning of each membership term). Adult family members can be added to a primary membership for $4.95 USD per month and child family members for $1.95 USD per month (also billed at the beginning of each month membership term).

Plan 3 - Memberships activated between February 2, 2005 and September 15, 2005. Under this plan, Truestar memberships cost $25.00 USD per month. Membership fees are billed in advance for the month membership term (i.e., $25.00 USD (plus applicable taxes) is charged to the credit card you identified during enrollment process at the beginning of each membership term). Adult family members can be added to a primary membership for $4.95 USD per month and child family members for $1.95 USD per month (also billed at the beginning of each month membership term).

Plan 4 - Memberships activated between September 15, 2005 and March 6, 2007. Under this plan users of Truestarhealth.com have an option to be billed in one of three ways:

(i) Monthly membership. Users can select to be billed month at a cost $20.00 USD per month. Membership fees are billed in advance for the month membership term (i.e., $20.00 USD (plus applicable taxes) is charged to the credit card you identified during enrollment process at the beginning of each membership term). Adult family members can be added to a primary membership for $4.95 USD per month and child family members for $1.95 USD per month (also billed at the beginning of each month membership term). PLEASE NOTE: This plan will be automatically renewed unless we receive a cancellation notification. Refer to Clause 6 for Cancellation Procedures.

(ii) Six (6)-month membership. Users can select to be billed in advance for a six-month membership at a cost of $69.00 USD. Membership fees are charged to the credit card you identified during enrollment process. Adult family members can be added to a primary membership for $4.95 USD per month and child family members for $1.95 USD per month (billed at the beginning of each month membership term). At the end of the 6-month membership, you will receive a renewal notification before your account is cancelled.

(iii) One-year (12 month) membership. Users can select to be billed in advance for a year (12 months) at a cost of $99.00 USD. Membership fees charged to the credit card you identified during enrollment process at the beginning of each membership term). Adult family members can be added to a primary membership for $4.95 USD per month and child family members for $1.95 USD per month (billed at the beginning of each month membership term). At the end of the 1-year membership, you will receive a renewal notification before your account is cancelled.

Plan 5 - Memberships activated on September 15, 2005. Under this plan Truestar memberships cost $69.00 (United States Dollars) for a 6-month period but there is no initiation fee. Membership fees are billed in advance for the 6-month membership term (i.e., $69.00 USD (plus applicable taxes) is charged to the credit card you identified during enrollment process at the beginning of each membership term). Adult family members can be added to a primary membership for $4.95 USD per month and child family members for $1.95 USD per month (also billed at the beginning of each month membership term). At the end of the 6-month membership, you will receive a renewal notification before your account is cancelled.

Plan 6 - Memberships activated on September 15, 2005. Under this plan Truestar memberships cost $99.00 (United States Dollars) for a 1-year term but there is no initiation fee. Membership fees are billed in advance for the 1-year membership term (i.e., $99.00 USD (plus applicable taxes) is charged to the credit card you identified during enrollment process at the beginning of each membership term). Adult family members can be added to a primary membership for $4.95 USD per month and child family members for $1.95 USD per month (also billed at the beginning of each month membership term). At the end of the 1-year membership, you will receive a renewal notification before your account is cancelled.

Plan 7 - Memberships activated subsequent to March 6, 2007. Under this plan users of Truestarhealth.com have an option to be billed in one of three ways:

(i) Monthly membership. Users can select to be billed month at a cost $50.00 USD per month. Membership fees are billed in advance for the month membership term (i.e., $50.00 USD (plus applicable taxes) is charged to the credit card you identified during enrollment process at the beginning of each membership term). Adult family members can be added to a primary membership for $25 USD per month and child family members for $15 USD per month (also billed at the beginning of each month membership term). PLEASE NOTE: This plan will be automatically renewed unless we receive a cancellation notification. Refer to Clause 6 for Cancellation Procedures.

(ii) Six (6)-month membership. Users can select to be billed in advance for a six-month membership at a cost of $279.00 USD. Membership fees are charged to the credit card you identified during enrollment process. Adult family members can be added to a primary membership for $25 USD per month and child family members for $15 USD per month (billed at the beginning of each month membership term). At the end of the 6-month membership, you will receive a renewal notification before your account is cancelled.

(iii) One-year (12 month) membership. Users can select to be billed in advance for a year (12 months) at a cost of $539.00 USD. Membership fees charged to the credit card you identified during enrollment process at the beginning of each membership term). Adult family members can be added to a primary membership for $25 USD per month and child family members for $15 USD per month (billed at the beginning of each month membership term). At the end of the 1-year membership, you will receive a renewal notification before your account is cancelled.

4. Restriction Governing the Place of Use of Your Membership. Due to Canadian tax rules governing the provision of your Membership that impact pricing, non-residents of Canada may not use their Membership in Canada.

5. Payment Authorization. You authorize Truestar to withdraw payment for your Membership Fees from the credit card you identified during enrollment and you represent and warrant that you are an authorized user of such credit card. Truestar is authorized to charge payment equal only to the amount of the Membership Fees selected during the enrollment process. Renewal charges will be charged to your credit card on the same day of the month as your original charge (i.e., if the initial Membership charge was processed on the 15th of the month, renewal charges will be processed on 15th of each subsequent month until the membership is cancelled by the Member). You have the right to have the amount of any erroneous charge or withdrawal credited to your account as soon as reasonably possible and upon proper notification to Truestar. You agree to hold Truestar harmless for all special or consequential damages, whether direct or indirect, resulting from any wrongful debit or charge to your account. To change the credit card used for payment of your Membership (e.g., upon the expiry of an existing credit card or a change to a new credit card), a new Member Agreement must be submitted to Truestar Health. If more than one Member Agreement has been submitted, the most recent Agreement will supersede all previous Agreements.

6. Cancellation. The Truestar Member Agreement will remain in effect until you contact Truestar and indicate your intention to:
(i) elect to alter or change any aspect of the Agreement by submitting a new Member Agreement;
(ii) cancel your Membership; or
(iii) withdraw consent to use of the electronic record of the Agreement. With the exception of special offers, notice of cancellation must be received at least seven days prior to the scheduled charging of your credit card in order to avoid charges for that period of time. If a cancellation notice is received less than seven days prior to the date scheduled for charging your credit card or debiting your checking account, cancellation will become effective following the expiration of the term for which your notice of cancellation is received by Truestar. You may cancel your membership by contacting Truestar by one of the following means:

7. Medical Disclaimers. The content of the Site is provided for information purposes only and is not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. Truestar does not give medical advice, nor does it provide medical or diagnostic services through the Site. Your use of the Site does not create a physician-patient relationship. Never disregard medical advice or delay seeking such advice because of something you read on the Site. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding a medical condition. Always consult a qualified physician prior to beginning any exercise program, making any change to your diet or taking any medication or supplement. If you feel faint or experience symptoms of dizziness or shortness of breath at any point during physical activity, immediately stop the activity and seek assistance from a qualified physician. DO NOT USE THE SITE FOR EMERGENCY MEDICAL SERVICES. IN AN EMERGENCY, CALL 911, YOUR LOCAL EMERGENCY ASSISTANCE NUMBER AND/OR YOUR PERSONAL PHYSICIAN.

8. Third Party Payment Requirements. To use the Site and Services you will need access to the World Wide Web, and you must pay any fees associated with your use of such access and the Services you obtain. You will also need equipment and a modem or another access device. Truestar currently uses SSL technology on some Site pages to help protect information that passes over the Internet (these pages include the login and registration pages and the online store). You must have certain browser capability to take advantage of this encryption technology.

9. Registration and Password. To become a subscriber of the Services through the Site, you must complete the online registration process and provide the information requested by Truestar during that process. The information Truestar obtains from you will be used only in accordance with the Truestar Health Inc. Privacy Policy [Insert link]. You must also establish a user name and password. You agree that you will be responsible for maintaining your password as confidential and for any activity that occurs as a result of your enabling or permitting another person or entity to use your password. You agree to immediately notify Truestar by one of the contact methods listed in Section 16 below in the event that :
(i) your password is lost or stolen, or
(ii) you become aware of any unauthorized use of your password or of any other breach of security that might affect the Services.
Truestar is not responsible for any loss or damage arising from your failure to comply with the provisions of this section.

10. Disclaimer of Warranties. The use of the Site and Services is solely AT YOUR OWN RISK. The Site and Services are provided on an "as is" and "as available" basis. TRUESTAR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE AND SERVICES, INCLUDING ANY MEDICAL INFORMATION, WHETHER EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, TRADE OR PRACTICE. Some jurisdictions do not allow the exclusion of implied warranties so the above exclusions may not apply to you. Truestar makes no warranty or representation that the Site or Services will meet your requirements, or will be uninterrupted, timely, secure, current, accurate, complete or error free or that results may be obtained by the use of the Site or Services will be accurate or reliable. You understand and acknowledge that your sole and exclusive remedy with respect to any defect in or dissatisfaction with the Site or Services is to cease to use the Site or Services. You may have other rights that vary depending on where you live.

11. Exclusions and Limitation of Liability. You expressly understand and agree that Truestar shall not be liable to you or any other person for any direct, indirect, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use data loss or other losses (even if Truestar has been advised of the possibility of such damages) resulting from: 
(i) your access or use or inability to access or use the Site or Services,
(ii) the cost of procurement of any substitute site or services resulting from any data, information or services obtained or which you were unable to obtain or transaction effected or failed to be effected,
(iii) any link provided in connection with the Services,
(iv) your reliance on any of the Services,
(v) the interruption, suspension, termination of any of the Services,
(vi) any viruses that may infect your computer equipment or other property on account of your use of the Site, or
(vii) any matter otherwise related to your use of the Site or Services.

12. Conduct on the Site. You are responsible for all information that you e-mail or otherwise transmit using the Site or Services. Likewise, you are responsible for any failure on your part to respect Truestar's and third parties' proprietary and intellectual property rights in the content of the Site (including graphics and text that appears on the Site), and you agree not to download, email or otherwise transmit such content in violation of Truestar's and third parties' rights. You agree not to use the Site or Services:
(i) for any purpose or in any manner that violates any local, state or federal law or regulation or the law or regulation of any foreign government; 
(ii) to directly or indirectly, intentionally disrupt or interfere with the Site or Services in any manner that may materially adversely affect Truestar, another user or any other third party; or
(iii) to email or otherwise transmit any material that contains software viruses or any other code, files or programs designed or known to disable, interrupt, or limit the functionality of any hardware, software, telecommunications equipment or facilities.

13. No Resale of Services. Unless you are also a Truestar Agent, you agree to use the Services solely to accommodate your own needs or the needs of your family and not to offer the Services to any third party. You may not use or exploit any portion of the Site or Services to provide any commercial services to third parties.

14. Rules for Children (Under Age 18). Some of the Content on the Site may not be appropriate for children. Children under the age of 18 require the permission of a parent or guardian to register as a Truestar Member. The Truestar Kids component of the Site is designed to provide advice for both parents and children. Children from 13 years of age to 18 years of age are encouraged to use the Site and follow the programs developed specifically for their age group. We do however strongly recommend that children from 13 years of age to 18 years of age ask for their parent's or guardian's permission before viewing the Site. Advice and programs for children under the age of 13 are designed for parents to use with children. At no time should children under the age of 13 be allowed unsupervised use of the Site.

15. Intellectual Property. The Content of the Services is owned by Truestar and third parties and is protected by the United States Copyright Act of 1976, as amended, and the copyright laws of other countries. Certain materials are used by permission of their respective owners. The Content of the Site may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without the prior written permission of Truestar, except that, subject to your compliance with the Terms and Conditions, Truestar authorizes you to view or download a single copy of the Content provided that you keep intact all copyright, trademark and other proprietary notices. Modification of Content or use of Content for any other purpose is a violation of the rights of Truestar or third parties. Nothing herein shall be construed as conferring by implication, estoppel, or otherwise, any license or right under any copyright, patent, trademark or other proprietary interest of Truestar or third parties. Other trademarks may be used with the permission of their respective owners. You agree not to use or display trademarks without the prior written consent of Truestar or the owner of such mark.

16. Links. The Site includes links to other World Wide Web sites. You acknowledge and agree that such links are provided for your convenience and do not reflect any endorsement by Truestar with respect to the provider of such linked site or the quality, reliability or any other characteristic or feature of such linked site and Truestar is not responsible in any manner (including without limitation with respect to any loss or injury you suffer) for any matter associated with the linked site, including without limitation, the content provided on or through any such linked site or your reliance thereon. TRUESTAR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY LINKED SITE: YOUR USE OF ANY LINKED SITE IS SOLELY AT YOUR OWN RISK. In addition, you should be aware that your use of any linked site is subject to the terms and conditions applicable to that site.

17. Waiver, Release and Indemnity. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you hereby release and forever discharge Truestar and its respective officers, directors, shareholders, employees and agents, of and from all actions, causes of action, suits, debts, duties, accounts, bonds, covenants, contracts, guarantees, claims and demands whatsoever that you had, now have or hereafter can, shall or may have of or by an reason of or in any way arising out of any cause, matter or thing whatsoever existing up to the present time and, in particular, without in any way limiting the generality of the foregoing, for and by reason of or in any way arising out of your use of the Site or participation in any of the Services. You agree to hold harmless and indemnify Truestar and its affiliates, and each of its officers, directors, employees and agents from and against any and all third party claims, demands, proceedings and any losses, liabilities, damages, costs, payments and expenses, including reasonable attorneys' fees, costs and expenses arising out of, directly or indirectly, your use of the Site or Services including, without limitation
(i) any unlawful use of the Site, and/or 
(ii) any use of the Site or Services that violates the Terms and Conditions.

18. Changes. Truestar may change the Terms and Conditions from time to time and such amended Terms and Conditions will be posted on this Site.
Truestar reserves the right to change the amounts of the monthly Membership Fees. Upon such event, Truestar shall notify Members by posting the revised amounts on the Site not less than 30 days prior to the implementation of such change. Unless you terminate your Member Agreement, you will be deemed to have agreed to such changed amounts. Truestar reserves the right to add to or change the Services offered or to cease offering any or all of the Services at any time. Truestar may terminate your use of the Services at any time for any reason without notice to you. Truestar shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. Truestar reserves the right to refuse to offer Services to anyone at anytime without notice.

19. Miscellaneous. The Terms and Conditions constitute the entire agreement between you and Truestar relating to the Site and Services. There is no agency, partnership, joint venture, or employee-employer relationship between you and Truestar arising through the use of the Site. You also may be subject to additional terms and conditions that may apply when you use third party content or services available through the Site or Services. The Terms and Conditions are binding upon your successors, assigns, heirs and executors. If any provision of the Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms and Conditions, which shall remain in full force and effect. The failure of Truestar to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or condition. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Site, Services or the Terms and Conditions must be filed within one (1) year after such claim or cause of action arose. By your use of this site, you certify that you: (i) have read and agree to the above terms; (ii) have received consent from your physician to utilize the Services and participate in the activities; (iii) acknowledge that you do so voluntarily and at your own risk; and (iv) agree to release and relieve Truestar of any and all liability for any injuries, claims or damages arising out of your use of the Site or Services. You and Truestar agree that this Agreement and the relationship between you and Truestar will be governed in accordance with the laws of the Province of Ontario and the federal laws of Canada as applicable to therein, and both parties consent to the jurisdiction of the federal and provincial courts of the Province of Ontario.

20. Contacting Truestar. You may contact Truestar as follows:
(i) by telephone at 1-866-261-7827;
(ii) by email at cs@truestarhealth.com or
(iii) by certified mail, postage return receipt requested, postage prepaid to Truestar Health Inc., 55 St. Clair Avenue West, 6th Floor, Toronto, Ontario, Canada M4V 2Y7, Attention: Customer Service.